Blog: METROPOLITAN BANK HOLDING CORP. : Results of Operations … –

Item 2.02Results of Operations and Financial Condition

On January 20, 2023, Metropolitan Bank Holding Corp. (the “Company”), the
holding company for Metropolitan Commercial Bank (the “Bank”), issued a press
release announcing its financial results for the fourth quarter and full year
ending 2022. The press release containing the financial results is attached
hereto as Exhibit 99.1 and shall not be deemed “filed” for any purpose, nor
shall the information or Exhibit 99.1 be deemed incorporated by reference in any
filings under the Securities Act of 1933, as amended.

Item 7.01Regulation FD Disclosure

The Company has also made available on its website presentation materials
containing additional information about the Company’s financial results for the
fourth quarter and full year ending 2022 (the “Presentation Materials”). The
Presentation Materials are furnished herewith as Exhibit 99.2 and is
incorporated by reference in this Item 7.01.

The information provided in Item 7.01 of this report, including Exhibit 99.2,
shall not be deemed “filed” for any purpose, nor shall the information or
Exhibit 99.2 be deemed incorporated by reference in any filings under the
Securities Act of 1933, as amended.

Item 8.01Other Events

Regulatory Matters

There are ongoing investigations by federal and state governmental entities
concerning a prepaid debit card product program that was offered by the Company
through an independent program manager. These include investigations as to which
the Company is a subject by the Board of Governors of the Federal Reserve System
(the “Federal Reserve”) and certain state authorities, including the New York
State Department of Financial Services (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 (“CARES”) Act from many
states. The Company ceased accepting new accounts from this program manager in
July of 2020 and has exited its relationship with this program manager. The
Company is cooperating in these investigations and continues to review this
matter. As the Company has previously disclosed, the foregoing could result in
enforcement or other actions against the Company and the Bank including civil
money penalties and remedial measures.

The Bank is in discussions with the Federal Reserve and the NYSDFS with respect
to consensual resolutions of their investigations. Although the Company is
unable at this time to determine the final terms on which the Federal Reserve
and NYSDFS investigations will be resolved or the timing of such resolutions,
the Company accrued a pre-tax charge of $35 million during the fourth quarter of
2022 to establish a reserve for what the Company believes is a reasonable
estimate of the probable loss associated with the Federal Reserve and NYSDFS
settlements. If final settlements with the Federal Reserve and the NYSDFS are
not reached and the Federal Reserve and the NYSDFS do bring public enforcement
actions, such actions and their resolution 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.

Forward Looking Statement Disclaimer

This report contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Examples of forward-looking
statements include but are not limited to the Company’s future financial
condition and capital ratios, results of operations and the Company’s outlook
and business. Forward-looking statements are not historical facts. Such
statements may be identified by the use of such words as “may,” “believe,”
“expect,” “anticipate,” “plan,” “continue” or similar terminology. These
statements relate to future events or our future financial performance and
involve risks and uncertainties that may cause our actual results, levels of
activity, performance or achievements to differ materially from those expressed
or implied by these forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
caution you not to place undue reliance on these forward-looking statements.
Factors which may cause our forward-looking statements to be materially
inaccurate include, but are not limited to the continuing impact of the COVID-19

pandemic on our business and results of operation, an unexpected deterioration
in our loan or securities portfolios, unexpected increases in our expenses,
different than anticipated growth and our ability to manage our growth,
unanticipated regulatory action or changes in regulations, unexpected changes in
interest rates, inflation, potential recessionary conditions, an unanticipated
decrease in deposits, an unanticipated loss of key personnel or existing
customers, competition from other institutions resulting in unanticipated
changes in our loan or deposit rates, an unexpected adverse financial,
regulatory or bankruptcy event experienced by our fintech partners,
unanticipated increases in FDIC costs, changes in regulations, legislation or
tax or accounting rules, monetary and fiscal policies of the U.S. Government
including policies of the U.S. Treasury and the Board of Governors of the
Federal Reserve System, the current or anticipated impact of military conflict,
terrorism or other geopolitical events, the costs, including possibly incurring
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, a failure in or breach of the
Company’s operational or security systems or infrastructure, including
cyberattacks, the failure to maintain current technologies, failure to retain or
attract employees and unanticipated adverse changes in our customers’ economic
conditions or general economic conditions, as well as those discussed under the
heading “Risk Factors” in our Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q.

Forward-looking statements speak only as of the date of this report. We do not
undertake any obligation to update or revise any forward-looking statement.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.   Description
   99.1         Press Release dated January 20, 2023
   99.2         Presentation Materials
    104       Cover Page Interactive Data File (formatted as inline XBRL and
              contained in Exhibit 101)

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