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​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

OR

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

​

For the transition period from __________________ to __________________

Commission File No. 001-38282

Metropolitan Bank Holding Corp.

(Exact Name of Registrant as Specified in Its Charter)

​ | ​ | ​
New York |  | 13-4042724
(State or Other Jurisdiction of Incorporation or Organization) | ​ | (I.R.S. Employer Identification No.)
​ | ​ | ​
99 Park Avenue, New York, New York | ​ | 10016
(Address of Principal Executive Offices) | ​ | (Zip Code)

​

(212) 659-0600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

| ​ |  | ​ |
Title of each class | ​ | Trading Symbol(s) | ​ | Name of each exchange on which registered
Common Stock, par value $0.01 per share | ​ | MCB | ​ | New York Stock Exchange

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ | Accelerated filer ☐
Non-accelerated filer ☐ | Smaller reporting company ☐
| Emerging Growth Company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

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

​

​

​

Table of Contents

METROPOLITAN BANK HOLDING CORP.

Form 10-Q

Table of Contents

​ | ​
​ | Page
​ | ​
PART I. FINANCIAL INFORMATION | ​
​ | ​
Item 1. Financial Statements (unaudited) | ​
​ | ​
Consolidated Statements of Financial Condition | 6
​ | ​
Consolidated Statements of Operations | 7
​ | ​
Consolidated Statements of Comprehensive Income | 8
​ | ​
Consolidated Statements of Changes in Stockholders’ Equity | 9
​ | ​
Consolidated Statements of Cash Flows | 10
​ | ​
Notes to Unaudited Consolidated Financial Statements | 11
​ | ​
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36
​ | ​
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 48
​ | ​
Item 4. Controls and Procedures | 50
​ | ​
PART II. OTHER INFORMATION | 51
​ | ​
Item 1. Legal Proceedings | 51
​ | ​
Item 1A. Risk Factors | 52
​ | ​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 52
​ | ​
Item 3. Defaults Upon Senior Securities | 52
​ | ​
Item 4. Mine Safety Disclosures | 52
​ | ​
Item 5. Other Information | 52
​ | ​
Item 6. Exhibits | 54
​ | ​
Signatures | 55

​

​

​

2

Table of Contents

GLOSSARY OF COMMON TERMS AND ACRONYMS

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

​

3

Table of Contents

​

NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

| ● | an unexpected deterioration in our loan or securities portfolios;

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

| ● | unexpected increases in our expenses;

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

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

| ● | unanticipated regulatory action or changes in regulations;

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

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

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

| ● | an unanticipated loss of key personnel or existing customers;

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

| ● | unanticipated increases in FDIC costs;

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

| ● | impacts related to or resulting from recent bank failures;

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

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

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

| ● | unanticipated adverse changes in our customers’ economic conditions;

4

Table of Contents

| ● | inflation, which may lead to higher operating costs;

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

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

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

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

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

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

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

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

| ● | the ability to attract or retain key employees;

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

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

| ● | changes in consumer spending, borrower or savings habits;

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

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

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

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

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

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

5

Table of Contents

METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

(in thousands, except share data)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | December 31,
​ |  | 2023 |  | 2022
Assets | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | ​ | $ | 36,438 | ​ | $ | 26,780
Overnight deposits | ​ | ​ | 140,929 | ​ | ​ | 230,638
Total cash and cash equivalents | ​ | ​ | 177,367 | ​ | ​ | 257,418
Investment securities available-for-sale, at fair value | ​ | ​ | 429,850 | ​ | ​ | 445,747
Investment securities held-to-maturity (estimated fair value of $396.3 million and $437.3 million at September 30, 2023 and December 31, 2022, respectively) | ​ | ​ | 478,886 | ​ | ​ | 510,425
Equity investment securities, at fair value | ​ | ​ | 2,015 | ​ | ​ | 2,048
Total securities | ​ | ​ | 910,751 | ​ | ​ | 958,220
Other investments | ​ | ​ | 35,015 | ​ | ​ | 22,110
Loans, net of deferred fees and costs | ​ | ​ | 5,354,487 | ​ | ​ | 4,840,523
Allowance for credit losses | ​ | ​ | (52,298) | ​ | ​ | (44,876)
Net loans | ​ | ​ | 5,302,189 | ​ | ​ | 4,795,647
Receivable from global payments business, net | ​ | ​ | 79,892 | ​ | ​ | 85,605
Other assets | ​ | ​ | 178,145 | ​ | ​ | 148,337
Total assets | ​ | $ | 6,683,359 | ​ | $ | 6,267,337
Liabilities and Stockholders’ Equity | ​ | ​ | ​ | ​ | ​ | ​
Deposits | ​ | ​ | ​ | ​ | ​ | ​
Noninterest-bearing demand deposits | ​ | $ | 1,746,626 | ​ | $ | 2,422,151
Interest-bearing deposits | ​ | ​ | 3,774,963 | ​ | ​ | 2,855,761
Total deposits | ​ | ​ | 5,521,589 | ​ | ​ | 5,277,912
Federal funds purchased | ​ | ​ | — | ​ | ​ | 150,000
Federal Home Loan Bank of New York advances | ​ | ​ | 355,000 | ​ | ​ | 100,000
Trust preferred securities | ​ | ​ | 20,620 | ​ | ​ | 20,620
Secured borrowings | ​ | ​ | 7,621 | ​ | ​ | 7,725
Prepaid third-party debit cardholder balances | ​ | ​ | 10,297 | ​ | ​ | 10,579
Other liabilities | ​ | ​ | 133,322 | ​ | ​ | 124,604
Total liabilities | ​ | ​ | 6,048,449 | ​ | ​ | 5,691,440
​ | ​ | ​ | ​ | ​ | ​ | ​
Common stock, $0.01 par value, 25,000,000 shares authorized, 11,062,729 and 10,949,965 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | ​ | ​ | 110 | ​ | ​ | 109
Additional paid in capital | ​ | ​ | 393,544 | ​ | ​ | 389,276
Retained earnings | ​ | ​ | 301,407 | ​ | ​ | 240,810
Accumulated other comprehensive income (loss), net of tax | ​ | ​ | (60,151) | ​ | ​ | (54,298)
Total stockholders’ equity | ​ | ​ | 634,910 | ​ | ​ | 575,897
Total liabilities and stockholders’ equity | ​ | $ | 6,683,359 | ​ | $ | 6,267,337

​

See accompanying notes to unaudited consolidated financial statements

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended September 30, | ​ | Nine months ended September 30,
​ |  | 2023 |  | 2022 |  | 2023 |  | 2022
Interest and dividend income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loans, including fees | ​ | $ | 90,666 | ​ | $ | 60,570 | ​ | $ | 247,142 | ​ | $ | 159,291
Securities | ​ | ​ | 4,686 | ​ | ​ | 4,126 | ​ | ​ | 13,864 | ​ | ​ | 11,224
Overnight deposits | ​ | ​ | 1,783 | ​ | ​ | 5,114 | ​ | ​ | 7,353 | ​ | ​ | 9,023
Other interest and dividends | ​ | ​ | 762 | ​ | ​ | 247 | ​ | ​ | 1,779 | ​ | ​ | 647
Total interest income | ​ | ​ | 97,897 | ​ | ​ | 70,057 | ​ | ​ | 270,138 | ​ | ​ | 180,185
Interest expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deposits | ​ | ​ | 36,234 | ​ | ​ | 6,505 | ​ | ​ | 86,010 | ​ | ​ | 13,836
Borrowed funds | ​ | ​ | 7,710 | ​ | ​ | — | ​ | ​ | 17,197 | ​ | ​ | —
Trust preferred securities | ​ | ​ | 396 | ​ | ​ | 227 | ​ | ​ | 1,089 | ​ | ​ | 485
Subordinated debt | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 605
Total interest expense | ​ | ​ | 44,340 | ​ | ​ | 6,732 | ​ | ​ | 104,296 | ​ | ​ | 14,926
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net interest income | ​ | ​ | 53,557 | ​ | ​ | 63,325 | ​ | ​ | 165,842 | ​ | ​ | 165,259
Provision for credit losses | ​ | ​ | 791 | ​ | ​ | 2,007 | ​ | ​ | 5,742 | ​ | ​ | 7,807
Net interest income after provision for credit losses | ​ | ​ | 52,766 | ​ | ​ | 61,318 | ​ | ​ | 160,100 | ​ | ​ | 157,452
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-interest income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Service charges on deposit accounts | ​ | ​ | 1,463 | ​ | ​ | 1,445 | ​ | ​ | 4,400 | ​ | ​ | 4,289
Global Payments Group revenue | ​ | ​ | 4,247 | ​ | ​ | 4,099 | ​ | ​ | 14,828 | ​ | ​ | 14,998
Other income | ​ | ​ | 803 | ​ | ​ | 274 | ​ | ​ | 2,114 | ​ | ​ | 956
Total non-interest income | ​ | ​ | 6,513 | ​ | ​ | 5,818 | ​ | ​ | 21,342 | ​ | ​ | 20,243
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-interest expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation and benefits | ​ | ​ | 17,208 | ​ | ​ | 14,568 | ​ | ​ | 48,751 | ​ | ​ | 41,404
Bank premises and equipment | ​ | ​ | 2,396 | ​ | ​ | 2,228 | ​ | ​ | 7,027 | ​ | ​ | 6,608
Professional fees | ​ | ​ | 3,873 | ​ | ​ | 6,086 | ​ | ​ | 13,033 | ​ | ​ | 9,252
Technology costs | ​ | ​ | 1,171 | ​ | ​ | 984 | ​ | ​ | 3,966 | ​ | ​ | 3,527
Licensing fees | ​ | ​ | 3,504 | ​ | ​ | 2,823 | ​ | ​ | 9,180 | ​ | ​ | 7,803
FDIC assessments | ​ | ​ | 1,984 | ​ | ​ | 1,110 | ​ | ​ | 6,438 | ​ | ​ | 3,595
Regulatory settlement reserve | ​ | ​ | (3,021) | ​ | ​ | — | ​ | ​ | (5,521) | ​ | ​ | —
Other expenses | ​ | ​ | 3,809 | ​ | ​ | 3,391 | ​ | ​ | 11,517 | ​ | ​ | 9,889
Total non-interest expense | ​ | ​ | 30,924 | ​ | ​ | 31,190 | ​ | ​ | 94,391 | ​ | ​ | 82,078
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income before income tax expense | ​ | ​ | 28,355 | ​ | ​ | 35,946 | ​ | ​ | 87,051 | ​ | ​ | 95,617
Income tax expense | ​ | ​ | 6,292 | ​ | ​ | 10,991 | ​ | ​ | 24,351 | ​ | ​ | 28,452
Net income | ​ | $ | 22,063 | ​ | $ | 24,955 | ​ | $ | 62,700 | ​ | $ | 67,165
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per common share | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic earnings | ​ | $ | 1.99 | ​ | $ | 2.28 | ​ | $ | 5.64 | ​ | $ | 6.13
Diluted earnings | ​ | $ | 1.97 | ​ | $ | 2.23 | ​ | $ | 5.61 | ​ | $ | 5.98

​

See accompanying notes to unaudited consolidated financial statements

​

​

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended | ​ | Nine months ended | ​
​ | ​ | September 30, | ​ | September 30, | ​
​ |  | 2023 |  | 2022 |  | 2023 |  | 2022 |
Net Income | ​ | $ | 22,063 | ​ | $ | 24,955 | ​ | $ | 62,700 | ​ | $ | 67,165 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Securities available-for-sale: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gain (loss) arising during the period | ​ | ​ | (12,828) | ​ | ​ | (27,240) | ​ | ​ | (11,328) | ​ | ​ | (77,668) | ​
Tax effect | ​ | ​ | 3,920 | ​ | ​ | 8,369 | ​ | ​ | 3,464 | ​ | ​ | 23,770 | ​
Net of tax | ​ | ​ | (8,908) | ​ | ​ | (18,871) | ​ | ​ | (7,864) | ​ | ​ | (53,898) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flow hedges: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gain (loss) arising during the period | ​ | ​ | 734 | ​ | ​ | 508 | ​ | ​ | 6,505 | ​ | ​ | 11,704 | ​
Reclassification adjustment for gains included in net income | ​ | ​ | (1,200) | ​ | ​ | (782) | ​ | ​ | (3,653) | ​ | ​ | (782) | ​
Tax effect | ​ | ​ | 144 | ​ | ​ | 84 | ​ | ​ | (841) | ​ | ​ | (3,348) | ​
Net of tax | ​ | ​ | (322) | ​ | ​ | (190) | ​ | ​ | 2,011 | ​ | ​ | 7,574 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total other comprehensive income (loss) | ​ | ​ | (9,230) | ​ | ​ | (19,061) | ​ | ​ | (5,853) | ​ | ​ | (46,324) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Comprehensive Income (Loss) | ​ | $ | 12,833 | ​ | $ | 5,894 | ​ | $ | 56,847 | ​ | $ | 20,841 | ​

​

See accompanying notes to unaudited consolidated financial statements

​

​

​

​

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

(in thousands, except share data)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Common | ​ | Additional | ​ | Retained | ​ | AOCI (Loss), | ​ | ​ | ​
​ |  | Stock |  | Paid-in Capital |  | Earnings |  | Net |  | Total
​ | ​ | Shares | ​ | Amount | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Three Months Ended | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at July 1, 2023 | ​ | 10,991,074 | ​ | $ | 110 | ​ | $ | 392,742 | ​ | $ | 279,344 | ​ | $ | (50,921) | ​ | $ | 621,275
Cumulative effect of changes in accounting principle | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Issuance of common stock under stock compensation plans | ​ | 220,200 | ​ | ​ | 2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2
Employee and non-employee stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 2,636 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,636
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting | ​ | (148,545) | ​ | ​ | (2) | ​ | ​ | (1,834) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,836)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 22,063 | ​ | ​ | — | ​ | ​ | 22,063
Other comprehensive income (loss) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (9,230) | ​ | ​ | (9,230)
Balance at September 30, 2023 | ​ | 11,062,729 | ​ | $ | 110 | ​ | $ | 393,544 | ​ | $ | 301,407 | ​ | $ | (60,151) | ​ | $ | 634,910
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at July 1, 2022 | ​ | 10,931,697 | ​ | ​ | 109 | ​ | ​ | 385,369 | ​ | ​ | 223,595 | ​ | ​ | (34,767) | ​ | ​ | 574,306
Issuance of common stock under stock compensation plans | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Employee and non-employee stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 2,037 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,037
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 24,955 | ​ | ​ | — | ​ | ​ | 24,955
Other comprehensive income (loss) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (19,061) | ​ | ​ | (19,061)
Balance at September 30, 2022 | ​ | 10,931,697 | ​ | $ | 109 | ​ | $ | 387,406 | ​ | $ | 248,550 | ​ | $ | (53,828) | ​ | $ | 582,237
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Nine Months Ended | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at January 1, 2023 | ​ | 10,949,965 | ​ | ​ | 109 | ​ | ​ | 389,276 | ​ | ​ | 240,810 | ​ | ​ | (54,298) | ​ | ​ | 575,897
Cumulative effect of changes in accounting principle | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,103) | ​ | ​ | — | ​ | ​ | (2,103)
Issuance of common stock under stock compensation plans | ​ | 285,190 | ​ | ​ | 3 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3
Employee and non-employee stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 7,438 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 7,438
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting | ​ | (172,426) | ​ | ​ | (2) | ​ | ​ | (3,170) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (3,172)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 62,700 | ​ | ​ | — | ​ | ​ | 62,700
Other comprehensive income (loss) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5,853) | ​ | ​ | (5,853)
Balance at September 30, 2023 | ​ | 11,062,729 | ​ | $ | 110 | ​ | $ | 393,544 | ​ | $ | 301,407 | ​ | $ | (60,151) | ​ | $ | 634,910
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at January 1, 2022 | ​ | 10,920,569 | ​ | ​ | 109 | ​ | ​ | 382,999 | ​ | ​ | 181,385 | ​ | ​ | (7,504) | ​ | ​ | 556,989
Issuance of common stock under stock compensation plans | ​ | 23,487 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Employee and non-employee stock-based compensation | ​ | — | ​ | ​ | — | ​ | ​ | 5,598 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,598
Redemption of common stock for exercise of stock options and tax withholdings for restricted stock vesting | ​ | (12,359) | ​ | ​ | — | ​ | ​ | (1,191) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,191)
Net income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 67,165 | ​ | ​ | — | ​ | ​ | 67,165
Other comprehensive income (loss) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (46,324) | ​ | ​ | (46,324)
Balance at September 30, 2022 | ​ | 10,931,697 | ​ | $ | 109 | ​ | $ | 387,406 | ​ | $ | 248,550 | ​ | $ | (53,828) | ​ | $ | 582,237
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

See accompanying notes to unaudited consolidated financial statements

​

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METROPOLITAN BANK HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended September 30, | ​
​ |  | 2023 |  | 2022 |
Cash flows from operating activities | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 62,700 | ​ | $ | 67,165 | ​
Adjustments to reconcile net income to net cash: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net depreciation amortization and accretion | ​ | ​ | 2,071 | ​ | ​ | 4,887 | ​
Provision for credit losses | ​ | ​ | 5,742 | ​ | ​ | 7,807 | ​
Stock-based compensation | ​ | ​ | 7,438 | ​ | ​ | 5,598 | ​
Net change in deferred loan fees | ​ | ​ | 2,760 | ​ | ​ | 3,925 | ​
Dividends earned on CRA fund | ​ | ​ | (38) | ​ | ​ | (23) | ​
Unrealized (gain) loss on equity securities | ​ | ​ | 71 | ​ | ​ | 269 | ​
Net change in: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Receivable from global payments, net | ​ | ​ | 5,713 | ​ | ​ | (35,593) | ​
Third-party debit cardholder balances | ​ | ​ | (282) | ​ | ​ | 548 | ​
Other assets | ​ | ​ | (22,681) | ​ | ​ | 5,598 | ​
Other liabilities | ​ | ​ | 9,679 | ​ | ​ | 14,217 | ​
Net cash provided by (used in) operating activities | ​ | ​ | 73,173 | ​ | ​ | 74,398 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flows from investing activities | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loan originations, purchases and payments, net | ​ | ​ | (516,724) | ​ | ​ | (889,295) | ​
Redemptions of FRB and FHLB Stock | ​ | ​ | 136,551 | ​ | ​ | 2 | ​
Purchases of FRB and FHLB Stock | ​ | ​ | (149,456) | ​ | ​ | (5,488) | ​
Purchase of securities available-for-sale | ​ | ​ | (27,864) | ​ | ​ | — | ​
Purchase of securities held-for-investment | ​ | ​ | (24,595) | ​ | ​ | (173,625) | ​
Proceeds from paydowns and maturities of securities available-for-sale | ​ | ​ | 32,292 | ​ | ​ | 64,812 | ​
Proceeds from paydowns and maturities of securities held-to-maturity | ​ | ​ | 56,080 | ​ | ​ | 33,855 | ​
Purchase of premises and equipment, net | ​ | ​ | (4,911) | ​ | ​ | (19,730) | ​
Net cash provided by (used in) investing activities | ​ | ​ | (498,627) | ​ | ​ | (989,469) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flows from financing activities | ​ | ​ | ​ | ​ | ​ | ​ | ​
Proceeds from issuance of federal funds purchased | ​ | ​ | (150,000) | ​ | ​ | — | ​
Proceeds from (repayments of) FHLB advances, net | ​ | ​ | 255,000 | ​ | ​ | — | ​
Redemption of common stock for tax withholdings for restricted stock vesting | ​ | ​ | (3,170) | ​ | ​ | (1,191) | ​
Redemption of subordinated debt | ​ | ​ | — | ​ | ​ | (24,712) | ​
Proceeds from (repayments of) secured borrowings, net | ​ | ​ | (104) | ​ | ​ | (5,549) | ​
Net increase (decrease) in deposits | ​ | ​ | 243,677 | ​ | ​ | (704,049) | ​
Net cash provided by (used in) financing activities | ​ | ​ | 345,403 | ​ | ​ | (735,501) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Increase (decrease) in cash and cash equivalents | ​ | ​ | (80,051) | ​ | ​ | (1,650,572) | ​
Cash and cash equivalents at the beginning of the period | ​ | ​ | 257,418 | ​ | ​ | 2,359,350 | ​
Cash and cash equivalents at the end of the period | ​ | $ | 177,367 | ​ | $ | 708,778 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental information | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest | ​ | $ | 103,813 | ​ | $ | 15,267 | ​
Income Taxes | ​ | $ | 34,522 | ​ | $ | 28,638 | ​

​

See accompanying notes to unaudited consolidated financial statements

​

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N OTE 1 — ORGANIZATION

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

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

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

NOTE 2 — BASIS OF PRESENTATION

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

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

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

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

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Loans and the Allowance for Credit Losses

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

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

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

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

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

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

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

The Company also considers qualitative adjustments to expected credit loss estimates for information not already captured in the quantitative loss estimation models. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Qualitative loss factors are based on the Company’s judgment of market, industry or business

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specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

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

Prior to the adoption of ASU No. 2016-13

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

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

Loan Modifications

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

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

Securities and the Allowance for Credit Losses

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

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

Prior to the adoption of ASU No. 2016-13

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

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

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

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

​

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NOTE 4 — INVESTMENT SECURITIES

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | Unrealized/ | ​ | ​ | ​
​ | ​ | Amortized | ​ | Unrecognized | ​ | Unrecognized | ​ | ​ | ​
At September 30, 2023 |  | Cost |  | Gains |  | Losses |  | Fair Value
Available-for-Sale Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | 67,997 | ​ | $ | — | ​ | $ | (8,325) | ​ | $ | 59,672
U.S. State and Municipal securities | ​ | ​ | 11,535 | ​ | ​ | — | ​ | ​ | (2,577) | ​ | ​ | 8,958
Residential MBS | ​ | ​ | 410,188 | ​ | ​ | — | ​ | ​ | (85,326) | ​ | ​ | 324,862
Commercial MBS | ​ | ​ | 36,978 | ​ | ​ | — | ​ | ​ | (3,898) | ​ | ​ | 33,080
Asset-backed securities | ​ | ​ | 3,398 | ​ | ​ | — | ​ | ​ | (120) | ​ | ​ | 3,278
Total securities available-for-sale | ​ | $ | 530,096 | ​ | $ | — | ​ | $ | (100,246) | ​ | $ | 429,850
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-Maturity Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities | ​ | $ | 29,884 | ​ | $ | — | ​ | $ | (1,965) | ​ | $ | 27,919
U.S. State and Municipal securities | ​ | ​ | 15,631 | ​ | ​ | — | ​ | ​ | (2,951) | ​ | ​ | 12,680
Residential MBS | ​ | ​ | 425,276 | ​ | ​ | — | ​ | ​ | (76,294) | ​ | ​ | 348,982
Commercial MBS | ​ | ​ | 8,095 | ​ | ​ | — | ​ | ​ | (1,418) | ​ | ​ | 6,677
Total securities held-to-maturity | ​ | $ | 478,886 | ​ | $ | — | ​ | $ | (82,628) | ​ | $ | 396,258
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Equity Investments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
CRA Mutual Fund | ​ | $ | 2,396 | ​ | $ | — | ​ | $ | (381) | ​ | $ | 2,015
Total equity investment securities | ​ | $ | 2,396 | ​ | $ | — | ​ | $ | (381) | ​ | $ | 2,015

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | Unrealized/ | ​ | ​ | ​
​ | ​ | Amortized | ​ | Unrecognized | ​ | Unrecognized | ​ | ​ | ​
At December 31, 2022 |  | Cost |  | Gains |  | Losses |  | Fair Value
Available-for-Sale Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | 67,996 | ​ | $ | — | ​ | $ | (8,624) | ​ | $ | 59,372
U.S. State and Municipal securities | ​ | ​ | 11,649 | ​ | ​ | — | ​ | ​ | (2,437) | ​ | ​ | 9,212
Residential MBS | ​ | ​ | 413,998 | ​ | ​ | 279 | ​ | ​ | (75,729) | ​ | ​ | 338,548
Commercial MBS | ​ | ​ | 37,069 | ​ | ​ | 10 | ​ | ​ | (2,229) | ​ | ​ | 34,850
Asset-backed securities | ​ | ​ | 3,953 | ​ | ​ | — | ​ | ​ | (188) | ​ | ​ | 3,765
Total securities available-for-sale | ​ | $ | 534,665 | ​ | $ | 289 | ​ | $ | (89,207) | ​ | $ | 445,747
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-Maturity Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities | ​ | $ | 29,852 | ​ | $ | — | ​ | $ | (2,223) | ​ | $ | 27,629
U.S. State and Municipal securities | ​ | ​ | 15,814 | ​ | ​ | — | ​ | ​ | (2,609) | ​ | ​ | 13,205
Residential MBS | ​ | ​ | 456,648 | ​ | ​ | — | ​ | ​ | (67,027) | ​ | ​ | 389,621
Commercial MBS | ​ | ​ | 8,111 | ​ | ​ | — | ​ | ​ | (1,276) | ​ | ​ | 6,835
Total securities held-to-maturity | ​ | $ | 510,425 | ​ | $ | — | ​ | $ | (73,135) | ​ | $ | 437,290
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Equity Investments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
CRA Mutual Fund | ​ | $ | 2,358 | ​ | $ | — | ​ | $ | (310) | ​ | $ | 2,048
Total equity investment securities | ​ | $ | 2,358 | ​ | $ | — | ​ | $ | (310) | ​ | $ | 2,048

​

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

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

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

​

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

​

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Less than 12 Months | ​ | 12 Months or More | ​ | Total
​ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | ​ | ​ | ​ | Unrealized/
​ | ​ | Estimated | ​ | Unrecognized | ​ | Estimated | ​ | Unrecognized | ​ | Estimated | ​ | Unrecognized
At September 30, 2023 |  | Fair Value |  | Losses |  | Fair Value |  | Losses |  | Fair Value |  | Losses
Available-for-Sale Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | — | ​ | $ | — | ​ | $ | 59,672 | ​ | $ | (8,325) | ​ | $ | 59,672 | ​ | $ | (8,325)
U.S. State and Municipal securities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 8,958 | ​ | ​ | (2,577) | ​ | ​ | 8,958 | ​ | ​ | (2,577)
Residential MBS | ​ | ​ | 37,991 | ​ | ​ | (1,520) | ​ | ​ | 286,871 | ​ | ​ | (83,806) | ​ | ​ | 324,862 | ​ | ​ | (85,326)
Commercial MBS | ​ | ​ | 20,187 | ​ | ​ | (1,118) | ​ | ​ | 12,893 | ​ | ​ | (2,780) | ​ | ​ | 33,080 | ​ | ​ | (3,898)
Asset-backed securities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,278 | ​ | ​ | (120) | ​ | ​ | 3,278 | ​ | ​ | (120)
Total securities available-for-sale | ​ | $ | 58,178 | ​ | $ | (2,638) | ​ | $ | 371,672 | ​ | $ | (97,608) | ​ | $ | 429,850 | ​ | $ | (100,246)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-Maturity Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities | ​ | $ | — | ​ | $ | — | ​ | $ | 27,919 | ​ | $ | (1,965) | ​ | $ | 27,919 | ​ | $ | (1,965)
U.S. State and Municipal securities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12,680 | ​ | ​ | (2,951) | ​ | ​ | 12,680 | ​ | ​ | (2,951)
Residential MBS | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 348,982 | ​ | ​ | (76,294) | ​ | ​ | 348,982 | ​ | ​ | (76,294)
Commercial MBS | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,677 | ​ | ​ | (1,418) | ​ | ​ | 6,677 | ​ | ​ | (1,418)
Total securities held-to-maturity | ​ | $ | — | ​ | $ | — | ​ | $ | 396,258 | ​ | $ | (82,628) | ​ | $ | 396,258 | ​ | $ | (82,628)

​

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

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

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Less than 12 Months | ​ | 12 Months or More | ​ | Total
​ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | ​ | ​ | ​ | Unrealized/ | ​ | ​ | ​ | ​ | Unrealized/
​ | ​ | Estimated | ​ | Unrecognized | ​ | Estimated | ​ | Unrecognized | ​ | Estimated | ​ | Unrecognized
At December 31, 2022 |  | Fair Value |  | Losses |  | Fair Value |  | Losses |  | Fair Value |  | Losses
Available-for-Sale Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | — | ​ | $ | — | ​ | $ | 59,372 | ​ | $ | (8,624) | ​ | $ | 59,372 | ​ | $ | (8,624)
U.S. State and Municipal securities | ​ | ​ | 2,546 | ​ | ​ | (527) | ​ | ​ | 6,666 | ​ | ​ | (1,910) | ​ | ​ | 9,212 | ​ | ​ | (2,437)
Residential MBS | ​ | ​ | 19,576 | ​ | ​ | (1,654) | ​ | ​ | 305,936 | ​ | ​ | (74,075) | ​ | ​ | 325,512 | ​ | ​ | (75,729)
Commercial MBS | ​ | ​ | 13,406 | ​ | ​ | (198) | ​ | ​ | 11,386 | ​ | ​ | (2,031) | ​ | ​ | 24,792 | ​ | ​ | (2,229)
Asset-backed securities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,765 | ​ | ​ | (188) | ​ | ​ | 3,765 | ​ | ​ | (188)
Total securities available-for-sale | ​ | $ | 35,528 | ​ | $ | (2,379) | ​ | $ | 387,125 | ​ | $ | (86,828) | ​ | $ | 422,653 | ​ | $ | (89,207)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-Maturity Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities | ​ | $ | 18,683 | ​ | $ | (1,365) | ​ | $ | 8,946 | ​ | $ | (858) | ​ | $ | 27,629 | ​ | $ | (2,223)
U.S. State and Municipal securities | ​ | ​ | 13,205 | ​ | ​ | (2,609) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 13,205 | ​ | ​ | (2,609)
Residential MBS | ​ | ​ | 162,960 | ​ | ​ | (19,625) | ​ | ​ | 226,661 | ​ | ​ | (47,402) | ​ | ​ | 389,621 | ​ | ​ | (67,027)
Commercial MBS | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,835 | ​ | ​ | (1,276) | ​ | ​ | 6,835 | ​ | ​ | (1,276)
Total securities held-to-maturity | ​ | $ | 194,848 | ​ | $ | (23,599) | ​ | $ | 242,442 | ​ | $ | (49,536) | ​ | $ | 437,290 | ​ | $ | (73,135)

​

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

​

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NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

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

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

​

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

​

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

​

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

​

​

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

​

​

​

​

​

​

​

​

18

Table of Contents

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

​

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

​

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

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

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

​

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Table of Contents

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

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

​

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

​

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

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

​

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

​

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

20

Table of Contents

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

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

​

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

​

Credit Quality Indicators

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

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

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

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

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

​

21

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2023 |  | 2022 |  | 2021 |  | 2020 |  | 2019 |  | 2018 & Prior |  | Revolving | ​ | Total
CRE | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 1,172,394 | ​ | $ | 1,348,513 | ​ | $ | 541,243 | ​ | $ | 162,438 | ​ | $ | 223,040 | ​ | $ | 113,821 | ​ | $ | 43,340 | ​ | $ | 3,604,789
Special Mention | ​ | ​ | 13,058 | ​ | ​ | 38,867 | ​ | ​ | 14,637 | ​ | ​ | 308 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 66,870
Substandard | ​ | ​ | — | ​ | ​ | 24,000 | ​ | ​ | — | ​ | ​ | 17,005 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 41,005
Total | ​ | $ | 1,185,452 | ​ | $ | 1,411,380 | ​ | $ | 555,880 | ​ | $ | 179,751 | ​ | $ | 223,040 | ​ | $ | 113,821 | ​ | $ | 43,340 | ​ | $ | 3,712,664
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Construction | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 50,639 | ​ | $ | 50,248 | ​ | $ | 39,304 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 9,021 | ​ | $ | 149,212
Total | ​ | $ | 50,639 | ​ | $ | 50,248 | ​ | $ | 39,304 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 9,021 | ​ | $ | 149,212
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Multi-family | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 84,393 | ​ | $ | 131,186 | ​ | $ | 52,048 | ​ | $ | 23,774 | ​ | $ | 37,826 | ​ | $ | 79,087 | ​ | $ | 6,461 | ​ | $ | 414,775
Special Mention | ​ | ​ | — | ​ | ​ | 27,285 | ​ | ​ | 20,939 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 48,224
Total | ​ | $ | 84,393 | ​ | $ | 158,471 | ​ | $ | 72,987 | ​ | $ | 23,774 | ​ | $ | 37,826 | ​ | $ | 79,087 | ​ | $ | 6,461 | ​ | $ | 462,999
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
One-to four-family | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | $ | — | ​ | $ | 4,163 | ​ | $ | — | ​ | $ | 10,365 | ​ | $ | 12,384 | ​ | $ | 23,293 | ​ | $ | — | ​ | $ | 50,205
Total | ​ | $ | — | ​ | $ | 4,163 | ​ | $ | — | ​ | $ | 10,365 | ​ | $ | 12,384 | ​ | $ | 23,293 | ​ | $ | — | ​ | $ | 50,205
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial and industrial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 161,702 | ​ | $ | 267,030 | ​ | $ | 97,771 | ​ | $ | 21,190 | ​ | $ | 15,764 | ​ | $ | 8,238 | ​ | $ | 325,877 | ​ | $ | 897,572
Special Mention | ​ | ​ | 3,840 | ​ | ​ | 34,168 | ​ | ​ | — | ​ | ​ | 2,448 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 31,816 | ​ | ​ | 72,272
Substandard | ​ | ​ | 3,435 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,499 | ​ | ​ | 6,934
Total | ​ | $ | 168,977 | ​ | $ | 301,198 | ​ | $ | 97,771 | ​ | $ | 23,638 | ​ | $ | 15,764 | ​ | $ | 8,238 | ​ | $ | 361,192 | ​ | $ | 976,778
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consumer | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 18,336 | ​ | $ | — | ​ | $ | 18,336
Past due | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 25 | ​ | ​ | — | ​ | ​ | 25
Total | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 18,361 | ​ | $ | — | ​ | $ | 18,361

​

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

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

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

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

​

​

​

22

Table of Contents

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At December 31, 2022 | ​
​ | ​ | ​ | ​ | ​ | ​ | Allowance | ​
​ | ​ | Unpaid | ​ | ​ | ​ | for Loan | ​
​ | ​ | Principal | ​ | Recorded | ​ | Losses | ​
​ |  | Balance |  | Investment |  | Allocated | ​
With an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consumer | ​ | ​ | 24 | ​ | ​ | 24 | ​ | ​ | 24 | ​
Total | ​ | $ | 24 | ​ | $ | 24 | ​ | $ | 24 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Without an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
One-to four-family | ​ | $ | 1,176 | ​ | $ | 899 | ​ | $ | — | ​
CRE | ​ | ​ | 27,984 | ​ | ​ | 26,740 | ​ | ​ | — | ​
Total | ​ | $ | 29,160 | ​ | $ | 27,639 | ​ | $ | — | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Average | ​ | Interest
​ | ​ | Recorded | ​ | Income
Three months ended September 30, 2022 |  | Investment | ​ | Recognized
With an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​
Consumer | ​ | ​ | 24 | ​ | ​ | —
Total | ​ | $ | 24 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​
Without an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​
One-to four-family | ​ | $ | 916 | ​ | $ | 9
C&I | ​ | ​ | 28,486 | ​ | ​ | 273
Total | ​ | $ | 29,402 | ​ | $ | 282

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Average | ​ | Interest
​ | ​ | Recorded | ​ | Income
Nine months ended September 30, 2022 |  | Investment | ​ | Recognized
With an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​
Consumer | ​ | ​ | 93 | ​ | ​ | —
Total | ​ | $ | 93 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​
Without an allowance recorded: | ​ | ​ | ​ | ​ | ​ | ​
One-to four-family | ​ | $ | 816 | ​ | $ | 26
C&I | ​ | ​ | 30,992 | ​ | ​ | 769
Total | ​ | $ | 31,808 | ​ | $ | 795

​

​

​

​

​

​

​

​

​

​

23

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NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):

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

​

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

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

​

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NOTE 7 — EARNINGS PER SHARE

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended September 30, | ​ | Nine months ended September 30,
​ |  | 2023 |  | 2022 |  | 2023 |  | 2022
Basic | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income per consolidated statements of income | ​ | $ | 22,063 | ​ | $ | 24,955 | ​ | $ | 62,700 | ​ | $ | 67,165
Less: Earnings allocated to participating securities | ​ | ​ | (118) | ​ | ​ | (68) | ​ | ​ | (285) | ​ | ​ | (152)
Net income available to common stockholders | ​ | $ | 21,945 | ​ | $ | 24,887 | ​ | $ | 62,415 | ​ | $ | 67,013
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average common shares outstanding including participating securities | ​ | ​ | 11,098,563 | ​ | ​ | 10,961,697 | ​ | ​ | 11,110,491 | ​ | ​ | 10,952,452
Less: Weighted average participating securities | ​ | ​ | (59,200) | ​ | ​ | (30,000) | ​ | ​ | (50,440) | ​ | ​ | (24,741)
Weighted average common shares outstanding | ​ | ​ | 11,039,363 | ​ | ​ | 10,931,697 | ​ | ​ | 11,060,051 | ​ | ​ | 10,927,711
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic earnings per common share | ​ | $ | 1.99 | ​ | $ | 2.28 | ​ | $ | 5.64 | ​ | $ | 6.13
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Diluted | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income allocated to common stockholders | ​ | $ | 21,945 | ​ | $ | 24,887 | ​ | $ | 62,415 | ​ | $ | 67,013
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average common shares outstanding for basic earnings per common share | ​ | ​ | 11,039,363 | ​ | ​ | 10,931,697 | ​ | ​ | 11,060,051 | ​ | ​ | 10,927,711
Add: Dilutive effects of assumed exercise of stock options | ​ | ​ | — | ​ | ​ | 172,371 | ​ | ​ | — | ​ | ​ | 182,417
Add: Dilutive effects of assumed vesting of performance based restricted stock | ​ | ​ | 76,599 | ​ | ​ | 45,636 | ​ | ​ | 63,297 | ​ | ​ | 53,237
Add: Dilutive effects of assumed vesting of restricted stock units | ​ | ​ | 20,911 | ​ | ​ | 27,448 | ​ | ​ | — | ​ | ​ | 41,370
Average shares and dilutive potential common shares | ​ | ​ | 11,136,873 | ​ | ​ | 11,177,152 | ​ | ​ | 11,123,348 | ​ | ​ | 11,204,735
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Dilutive earnings per common share | ​ | $ | 1.97 | ​ | $ | 2.23 | ​ | $ | 5.61 | ​ | $ | 5.98

​

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

​

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NOTE 8 — STOCK COMPENSATION PLAN

Equity Incentive Plan

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

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

Stock Options

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

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

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended | ​
​ | ​ | September 30, 2023 | ​
​ | ​ | ​ | ​ | Weighted | ​
​ |  | Number of |  | Average |
​ | ​ | Options | ​ | Exercise Price | ​
Outstanding, beginning of period | ​ | 220,200 | ​ | $ | 18.00 | ​
Granted | ​ | — | ​ | ​ | — | ​
Exercised | ​ | (220,200) | ​ | ​ | 18.00 | ​
Cancelled/forfeited | ​ | — | ​ | ​ | — | ​
Outstanding, end of period | ​ | — | ​ | $ | — | ​
Options vested and exercisable at end of period | ​ | — | ​ | $ | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average remaining contractual life (years) | ​ | — | ​ | ​ | ​ | ​
Weighted average intrinsic value | $ | — | ​ | ​ | ​ | ​

​

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

​

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

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

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

Restricted Stock Awards and Restricted Stock Units

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

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

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

​

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

​

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

​

Performance-Based Stock Units

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

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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Assets and Liabilities Measured on a Recurring Basis

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurement using:
​ | ​ | ​ | ​ | ​ | Quoted Prices | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | in Active | ​ | Significant | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Markets | ​ | Other | ​ | Significant
​ | ​ | Carrying | ​ | For Identical | ​ | Observable | ​ | Unobservable
​ |  | Amount |  | Assets (Level 1) |  | Inputs (Level 2) |  | Inputs (Level 3)
At September 30, 2023 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | 59,672 | ​ | $ | — | ​ | $ | 59,672 | ​ | $ | —
U.S. State and Municipal securities | ​ | ​ | 8,958 | ​ | ​ | — | ​ | ​ | 8,958 | ​ | ​ | —
Residential mortgage securities | ​ | ​ | 324,862 | ​ | ​ | — | ​ | ​ | 324,862 | ​ | ​ | —
Commercial mortgage securities | ​ | ​ | 33,080 | ​ | ​ | — | ​ | ​ | 33,080 | ​ | ​ | —
Asset-backed securities | ​ | ​ | 3,278 | ​ | ​ | — | ​ | ​ | 3,278 | ​ | ​ | —
CRA Mutual Fund | ​ | ​ | 2,015 | ​ | ​ | 2,015 | ​ | ​ | — | ​ | ​ | —
Derivative assets | ​ | ​ | 6,560 | ​ | ​ | — | ​ | ​ | 6,560 | ​ | ​ | —
Derivative liabilities | ​ | ​ | 55 | ​ | ​ | — | ​ | ​ | 55 | ​ | ​ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurement using:
​ | ​ | ​ | ​ | ​ | Quoted Prices | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | in Active | ​ | Significant | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Markets | ​ | Other | ​ | Significant
​ | ​ | Carrying | ​ | For Identical | ​ | Observable | ​ | Unobservable
​ |  | Amount |  | Assets (Level 1) |  | Inputs (Level 2) |  | Inputs (Level 3)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
At December 31, 2022 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government agency securities | ​ | $ | 59,372 | ​ | $ | — | ​ | $ | 59,372 | ​ | $ | —
U.S. State and Municipal securities | ​ | ​ | 9,212 | ​ | ​ | — | ​ | ​ | 9,212 | ​ | ​ | —
Residential mortgage securities | ​ | ​ | 338,548 | ​ | ​ | — | ​ | ​ | 338,548 | ​ | ​ | —
Commercial mortgage securities | ​ | ​ | 34,850 | ​ | ​ | — | ​ | ​ | 34,850 | ​ | ​ | —
Asset-backed securities | ​ | ​ | 3,765 | ​ | ​ | — | ​ | ​ | 3,765 | ​ | ​ | —
CRA Mutual Fund | ​ | ​ | 2,048 | ​ | ​ | 2,048 | ​ | ​ | — | ​ | ​ | —
Derivatives | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —

​

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

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Fair Value Measurement Using: | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Quoted Prices | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | in Active | ​ | Significant | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Markets | ​ | Other | ​ | Significant | ​ | ​ | ​
​ | ​ | Carrying | ​ | For Identical | ​ | Observable | ​ | Unobservable | ​ | Total Fair
At September 30, 2023 |  | Amount |  | Assets (Level 1) |  | Inputs (Level 2) |  | Inputs (Level 3) |  | Value
Financial Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | ​ | $ | 36,438 | ​ | $ | 36,438 | ​ | $ | — | ​ | $ | — | ​ | $ | 36,438
Overnight deposits | ​ | ​ | 140,929 | ​ | ​ | 140,929 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 140,929
Securities held-to-maturity | ​ | ​ | 478,886 | ​ | ​ | — | ​ | ​ | 396,258 | ​ | ​ | — | ​ | ​ | 396,258
Loans, net | ​ | ​ | 5,302,189 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,178,993 | ​ | ​ | 5,178,993
Other investments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FRB Stock | ​ | ​ | 11,410 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A
FHLB Stock | ​ | ​ | 21,607 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A
Disability Fund | ​ | ​ | 1,500 | ​ | ​ | — | ​ | ​ | 1,500 | ​ | ​ | — | ​ | ​ | 1,500
Time deposits at banks | ​ | ​ | 498 | ​ | ​ | 498 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 498
Receivable from global payments business, net | ​ | ​ | 79,892 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 79,892 | ​ | ​ | 79,892
Accrued interest receivable | ​ | ​ | 28,460 | ​ | ​ | — | ​ | ​ | 922 | ​ | ​ | 27,538 | ​ | ​ | 28,460
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Financial Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-interest-bearing demand deposits | ​ | $ | 1,746,626 | ​ | $ | 1,746,626 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,746,626
Money market and savings deposits | ​ | ​ | 3,739,265 | ​ | ​ | 3,739,265 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,739,265
Time deposits | ​ | ​ | 35,698 | ​ | ​ | — | ​ | ​ | 35,115 | ​ | ​ | — | ​ | ​ | 35,115
Federal funds purchased | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Federal Home Loan Bank of New York advances | ​ | ​ | 355,000 | ​ | ​ | — | ​ | ​ | 355,000 | ​ | ​ | — | ​ | ​ | 355,000
Trust preferred securities payable | ​ | ​ | 20,620 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 19,999 | ​ | ​ | 19,999
Prepaid debit cardholder balances | ​ | ​ | 10,297 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10,297 | ​ | ​ | 10,297
Accrued interest payable | ​ | ​ | 1,211 | ​ | ​ | 166 | ​ | ​ | 637 | ​ | ​ | 408 | ​ | ​ | 1,211
Secured borrowings | ​ | ​ | 7,621 | ​ | ​ | — | ​ | ​ | 7,621 | ​ | ​ | — | ​ | ​ | 7,621

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Fair Value Measurement Using: | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Quoted Prices | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | in Active | ​ | Significant | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Markets | ​ | Other | ​ | Significant | ​ | ​ | ​
​ | ​ | Carrying | ​ | For Identical | ​ | Observable | ​ | Unobservable | ​ | Total Fair
At December 31, 2022 |  | Amount |  | Assets (Level 1) |  | Inputs (Level 2) |  | Inputs (Level 3) |  | Value
Financial Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | ​ | $ | 26,780 | ​ | $ | 26,780 | ​ | $ | — | ​ | $ | — | ​ | $ | 26,780
Overnight deposits | ​ | ​ | 230,638 | ​ | ​ | 230,638 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 230,638
Securities held-to-maturity | ​ | ​ | 510,425 | ​ | ​ | — | ​ | ​ | 437,290 | ​ | ​ | — | ​ | ​ | 437,290
Loans, net | ​ | ​ | 4,795,647 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,737,007 | ​ | ​ | 4,737,007
Other investments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FRB Stock | ​ | ​ | 11,421 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A
FHLB Stock | ​ | ​ | 9,191 | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A
Disability Fund | ​ | ​ | 1,000 | ​ | ​ | — | ​ | ​ | 1,000 | ​ | ​ | — | ​ | ​ | 1,000
Time deposits at banks | ​ | ​ | 498 | ​ | ​ | 498 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 498
Receivable from global payments business, net | ​ | ​ | 85,605 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 85,605 | ​ | ​ | 85,605
Accrued interest receivable | ​ | ​ | 24,107 | ​ | ​ | — | ​ | ​ | 964 | ​ | ​ | 23,143 | ​ | ​ | 24,107
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Financial Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-interest-bearing demand deposits | ​ | $ | 2,422,151 | ​ | $ | 2,422,151 | ​ | $ | — | ​ | $ | — | ​ | $ | 2,422,151
Money market and savings deposits | ​ | ​ | 2,803,698 | ​ | ​ | 2,803,698 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,803,698
Time deposits | ​ | ​ | 52,063 | ​ | ​ | — | ​ | ​ | 51,058 | ​ | ​ | — | ​ | ​ | 51,058
Federal funds purchased | ​ | ​ | 150,000 | ​ | ​ | — | ​ | ​ | 150,000 | ​ | ​ | — | ​ | ​ | 150,000
Federal Home Loan Bank of New York advances | ​ | ​ | 100,000 | ​ | ​ | — | ​ | ​ | 100,000 | ​ | ​ | — | ​ | ​ | 100,000
Trust preferred securities payable | ​ | ​ | 20,620 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 19,953 | ​ | ​ | 19,953
Prepaid debit cardholder balances | ​ | ​ | 10,579 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10,579 | ​ | ​ | 10,579
Accrued interest payable | ​ | ​ | 728 | ​ | ​ | 112 | ​ | ​ | 293 | ​ | ​ | 323 | ​ | ​ | 728
Secured borrowings | ​ | ​ | 7,725 | ​ | ​ | — | ​ | ​ | 7,725 | ​ | ​ | — | ​ | ​ | 7,725

​

​

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Affected line item in
​ | ​ | Three months ended | ​ | Nine months ended | ​ | the Consolidated Statements
​ | ​ | September 30, | ​ | September 30, | ​ | of Operations
​ | ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022 | ​ | ​
Realized gain on sale of AFS securities | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | Gain on Sale of Securities
Income tax (expense) benefit | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | Income tax expense
Total reclassifications, net of income tax | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Realized gain on cash flow hedges | ​ | $ | 1,200 | ​ | $ | 782 | ​ | $ | 3,653 | ​ | $ | 782 | ​ | Licensing fees
Income tax (expense) benefit | ​ | ​ | (369) | ​ | ​ | (240) | ​ | ​ | (1,122) | ​ | ​ | (240) | ​ | Income tax expense
Total reclassifications, net of income tax | ​ | $ | 831 | ​ | $ | 542 | ​ | $ | 2,531 | ​ | $ | 542 | ​ | ​

​

​

​

NOTE 11 — COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk

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

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

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

​

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

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

Regulatory Proceedings

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

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

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

The Company was fully reserved with respect to the foregoing amounts payable to the FRB and NYSDFS through a regulatory settlement reserve recorded in the fourth quarter of 2022. Additional enforcement or other actions arising out of the prepaid debit card program in question, along with any other matters arising out of the foregoing program, could

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have a materially adverse effect on the Company and the Bank’s assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations. Since 2020, the Bank has been actively working to enhance its processes and procedures so as to more effectively and efficiently address the concerns that arose.

NOTE 12 — REVENUE FROM CONTRACTS WITH CUSTOMERS

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

​

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

​

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

Service charges on deposit accounts

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

Global payment group revenue

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

Other service charges

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

​

NOTE 13 — DERIVATIVES

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

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determined to be highly effective during the three and nine months ended September 30, 2023. The Company expects the hedges to remain highly effective during the remaining term of the interest rate swap.

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

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

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Fair Value
​ | ​ | ​ | Notional | ​ | ​ | Other | ​ | ​ | Other
​ | ​ | ​ | Amount | ​ | ​ | Assets | ​ | ​ | Liabilities
At September 30, 2023 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivatives designated as hedges: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps related to customer deposits and borrowings | ​ | $ | 700,000 | ​ | $ | 6,505 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivatives not designated as hedges: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | $ | 69,000 | ​ | $ | 55 | ​ | $ | 55
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
At December 31, 2022 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivatives designated as hedges: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate cap related to customer deposits | ​ | $ | — | ​ | $ | — | ​ | $ | —

​

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

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

N/A - not applicable

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​

NOTE 14 ‒ SUBSEQUENT EVENTS

None.

​

​

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

Company Background

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

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

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

Recent Events

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

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

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NYSDFS through a regulatory settlement reserve disclosed in prior periods. For further discussion see Part II, “Item 1. Legal Proceedings.”

Critical Accounting Policies

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

Allowance for Credit Losses

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

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

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

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Emerging Growth Company

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

Discussion of Financial Condition

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

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

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

Loans

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

​

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

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At September 30, 2023 | ​
​ | ​ | ​ | ​ | ​ | % of Total | ​
​ | ​ | ​ | Balance | ​ | Loans | ​
CRE (1) |  | ​ |  |  |  | ​
Skilled Nursing Facilities |  | $ | 1,385,730 |  | 25.8 | %
Multi-family | ​ | ​ | 462,999 | ​ | 8.6 | ​
Mixed use | ​ | ​ | 365,929 | ​ | 6.8 | ​
Office | ​ | ​ | 374,391 | ​ | 7.0 | ​
Retail | ​ | ​ | 309,169 | ​ | 5.8 | ​
Hospitality | ​ | ​ | 344,227 | ​ | 6.4 | ​
Land | ​ | ​ | 196,707 | ​ | 3.7 | ​
Warehouse / Industrial | ​ | ​ | 170,639 | ​ | 3.2 | ​
Construction | ​ | ​ | 149,212 | ​ | 2.8 | ​
Other | ​ | ​ | 565,872 | ​ | 10.5 | ​
Total CRE | ​ | $ | 4,324,875 | ​ | 80.5 | %
​ | ​ | ​ | ​ | ​ | ​ | ​
C&I | ​ | ​ | ​ | ​ | ​ | ​
Finance & Insurance | ​ | $ | 241,004 | ​ | 4.5 | %
Individuals | ​ | ​ | 138,159 | ​ | 2.6 | ​
Skilled Nursing Facilities | ​ |  | 181,422 | ​ | 3.4 | ​
Healthcare | ​ | ​ | 117,753 | ​ | 2.2 | ​
Services | ​ | ​ | 72,178 | ​ | 1.3 | ​
Wholesale | ​ | ​ | 61,295 | ​ | 1.1 | ​
Manufacturing | ​ | ​ | 47,020 | ​ | 0.9 | ​
Other | ​ | ​ | 117,947 | ​ | 2.2 | ​
Total C&I | ​ | $ | 976,778 | ​ | 18.2 | %

| (1) | CRE, not including one-to-four family loans

​

Asset Quality

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

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

N.M. – not meaningful

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​

Allowance for Credit Losses

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

Deposits

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

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

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

​

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

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

​

Borrowings

Federal Funds Purchased and FHLB Advances

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

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Accumulated Other Comprehensive Income

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

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

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

Results of Operations

Net Income

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

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

Net Interest Income Analysis

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

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

(1) | Annualized.

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

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

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

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

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

​

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

(1) | Annualized.

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

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

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

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

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

​

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

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

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Interest Income

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

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

Interest Expense

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

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

Provision for Loan Losses

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

Non-Interest Income

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

Non-Interest Expense

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

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

Income Tax Expense

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

Off-Balance Sheet Arrangements

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

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

Regulation

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum Ratio | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum | ​ | ​ | Required | ​ | ​ | Minimum | ​ | ​
​ | ​ | At | ​ | ​ | At | ​ | ​ | Ratio to be | ​ | ​ | for Capital | ​ | ​ | Capital | ​ | ​
​ | ​ | September 30, | ​ | ​ | December 31, | ​ | ​ | “Well | ​ | ​ | Adequacy | ​ | ​ | Conservation | ​ | ​
​ |  | 2023 | ​ | ​ | 2022 | ​ | ​ | Capitalized” |  | ​ | Purposes |  | ​ | Buffer |  | ​
The Company | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tier 1 leverage ratio | ​ | 10.7 | % | ​ | 10.2 | % | ​ | N/A | ​ | ​ | 4.0 | % | ​ | — | % | ​
Common equity tier 1 | ​ | 11.8 | % | ​ | 12.1 | % | ​ | N/A | ​ | ​ | 4.5 | % | ​ | 2.5 | % | ​
Tier 1 risk-based capital ratio | ​ | 12.2 | % | ​ | 12.5 | % | ​ | N/A | ​ | ​ | 6.0 | % | ​ | 2.5 | % | ​
Total risk-based capital ratio | ​ | 13.1 | % | ​ | 13.4 | % | ​ | N/A | ​ | ​ | 8.0 | % | ​ | 2.5 | % | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
The Bank | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tier 1 leverage ratio | ​ | 10.5 | % | ​ | 10.0 | % | ​ | 5.00 | % | ​ | 4.0 | % | ​ | — | % | ​
Common equity tier 1 | ​ | 11.9 | % | ​ | 12.3 | % | ​ | 6.50 | % | ​ | 4.5 | % | ​ | 2.5 | % | ​
Tier 1 risk-based capital ratio | ​ | 11.9 | % | ​ | 12.3 | % | ​ | 8.00 | % | ​ | 6.0 | % | ​ | 2.5 | % | ​
Total risk-based capital ratio | ​ | 12.8 | % | ​ | 13.1 | % | ​ | 10.00 | % | ​ | 8.0 | % | ​ | 2.5 | % | ​

​

​

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

​

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

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

Interest Rate Risk

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

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

Net Interest Income At-Risk

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

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

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

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rates on net interest income and will differ from actual results. The following table indicates the sensitivity of projected annualized net interest income to the interest rate movements described above (dollars in thousands):

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

​

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

Economic Value of Equity Analysis

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

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

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

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

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

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

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

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

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

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

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ITEM 1A. RISK FACTORS

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

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

In March 2023, certain specialized banking institutions with elevated concentrations of uninsured deposits experienced large deposit outflows, resulting in the institutions being placed into FDIC receiverships. In the aftermath, there has been substantial market disruption and indications that deposit concerns could spread within the banking industry, leading to deposit outflows and other destabilizing results that could adversely affect the Company’s business, financial condition and results of operations.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Amendment of Bylaws

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

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

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Authorization of Acting Principal Financial Officer

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

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

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

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ITEM 6. EXHIBITS

​ |
3.1 | Certificate of Incorporation of Metropolitan Bank Holding Corp, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 4, 2017 (File No. 333-220805)).
​ | ​
3.2 | Certificate of Amendment to the Certificate of Incorporation of Metropolitan Bank Holding Corp. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 12, 2021 (File No. 333-254197)).
​ | ​
3.3 | Amended and Restated Bylaws of Metropolitan Bank Holding Corp.
​ | ​
31.1 | Certification of the Principal Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
​ | ​
31.2 | Certification of the Principal Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
​ | ​
32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Principal Executive Officer of the Corporation and the Principal Financial Officer of the Corporation.
​ | ​
101 | INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
​ | ​
101 | SCH XBRL Taxonomy Extension Schema
​ | ​
101 | CAL XBRL Taxonomy Extension Calculation Linkbase
​ | ​
101 | DEF XBRL Taxonomy Extension Definition Linkbase
​ | ​
101 | LAB XBRL Taxonomy Extension Label Linkbase
​ | ​
101 | PRE XBRL Taxonomy Extension Presentation Linkbase
​ | ​

​

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

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SIGNATURES

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

​

Metropolitan Bank Holding Corp.

​

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

Mark R. DeFazio

President and Chief Executive Officer

​

​

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

G. David Bonnar

Senior Vice President and Acting Principal Financial Officer

​

​

​

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