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| ACL | Allowance for credit losses | FDIC | Federal Deposit Insurance Corporation |
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| AFS | Available-for-sale | FHLB | Federal Home Loan Bank |
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| ALCO | Asset Liability Committee | FHLBNY | Federal Home Loan Bank of New York |
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| AOCI | Accumulated other comprehensive income | FRB | Federal Reserve Bank |
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| ASC | Accounting Standards Codification | FRBNY | Federal Reserve Bank of New York |
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| ASU | Accounting Standards Update | FX | Foreign exchange |
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| BaaS | Banking-as-a-Service | GAAP | U.S. Generally accepted accounting principles |
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| Bank | Metropolitan Commercial Bank | GPG | Global Payments Group |
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| BHC Act | Bank Holding Company Act of 1956, as amended | HTM | Held-to-maturity |
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| BSA | Bank Secrecy Act | IRR | Interest rate risk |
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| C&I | Commercial and Industrial | ISO | Incentive stock option |
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| CARES Act | Coronavirus Aid, Relief, and Economic Security Act | JOBS Act | The Jumpstart Our Business Startups Act |
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| CECL | Current Expected Credit Loss | LTV | Loan-to-value |
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| Company | Metropolitan Bank Holding Corp. | MBS | Mortgage-backed securities |
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| Coronavirus | COVID-19 | N/A | Not applicable |
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| CRA | Community Reinvestment Act | NYDFS | New York State Department of Financial Services |
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| CRE | Commercial real estate | OCC | Office of the Comptroller of the Currency |
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| CRE Guidance | Commercial Real Estate Lending, Sound Risk Management Practices | PRSU | Performance-based restricted stock units |
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| DIF | Deposit Insurance Fund | ROU | Right of use |
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| EB-5 Program | EB-5 Immigrant Investor Program | SEC | U.S. Securities and Exchange Commission |
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| EGC | Emerging Growth Company | SOFR | Secured Overnight Financing Rate |
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| ERMC | Enterprise Risk Management Committee | USD | U.S. Dollar |
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| EVE | Economic value of equity | USCIS | United States Citizenship and Immigration Services |
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| FASB | Financial Accounting Standards Board | | |
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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”), share repurchases under the Company’s share repurchase program, dividend payments and the Company’s strategies, plans, objectives, expectations and intentions, and other statements contained in this Annual Report on Form 10-K 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 Part I, Item 1A., “Risk Factors” and as described in Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. In addition, these factors include but are not limited to:
| ● | a failure to successfully manage our credit risk and the sufficiency of our allowance for credit losses; |
| ● | changes in loan demand and declines in real estate values in the Company’s market area, which may adversely affect our loan production; |
| ● | borrower and depositor concentrations (e.g., by geographic area and by industry); |
| ● | the interest rate policies of the Federal Reserve and other regulatory bodies; |
| ● | general economic conditions, including unemployment rates, and potential recessionary and inflationary indicators, either nationally or locally, including the related effects on our borrowers and other clients, such as adverse changes to credit quality, and on our financial condition and results of operations; |
| ● | an unanticipated loss of key personnel or existing clients, or an inability to attract key employees; |
| ● | system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the Company’s third-party service providers; |
| ● | failure to maintain current technologies or technological changes and enhancements that may be more difficult or expensive to implement than anticipated, and failure to successfully implement future information technology enhancements; |
| ● | emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients; |
| ● | the timely and efficient development of new products and services offered by the Company, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by clients; |
| ● | the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated; |
| ● | an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our financial service clients or critical technology service providers; |
| ● | unexpected increases in our expenses; |
| ● | changes in liquidity, including funding sources, deposit flows and the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio; |
| ● | an unexpected deterioration in the performance of our loan or securities portfolios and our inability to absorb the amount of actual losses inherent in the portfolio; |
| ● | difficulties associated with achieving or predicting expected future financial results; |
| ● | growth that differed from expectations and our ability to manage our growth; |
| ● | increases in competitive pressures among financial institutions or from non-financial institutions which may result in unanticipated changes in our loan or deposit rates; |
| ● | unexpected adverse impacts related to future acquisitions or divestitures; |
| ● | impacts related to or resulting from regional and community bank failures and stresses to regional banks, or conditions in the securities markets or the banking industry being less favorable than currently anticipated; |
| ● | changes in accounting principles, policies or guidelines that may cause the Company’s financial condition or results of operation to be reported or perceived differently; |
| ● | legislative, tax or regulatory changes or actions, including changes and the potential for changes to regulatory policy and the promulgation of new laws and regulations at the federal, state, or local level in municipalities where we operate, may adversely affect the Company’s business; |
| ● | unanticipated increases in FDIC insurance premiums or future assessments; |
| ● | 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; and |
| ● | the current or the potential impact on the Company’s operations, financial condition, and clients resulting from natural or man-made disasters, severe weather events, wars, military conflict, acts of terrorism, other geopolitical events, cyberattacks, and global pandemics, or localized epidemics. |
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 any obligation) 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.
