MainStreet Bancshares, Inc.

Good afternoon and thank you for joining our Virtual Earnings webcast. My name is Jeff Dick and I'm the Chairman and CEO of Main Street Bank Shares, Inc. and Main Street Bank. I'm joined today with our CFO, Tom Schmelleck, our Chief Lending Officer, Tom Floyd, our Chief Accountant, Alex Vary, and our Chief Risk Officer, Ben Bababal. This presentation will take about 15 minutes. We'll open up for questions for the remainder of the hour. We do have two analysts on the webcast with us today, Chris Marinak from Janie Montgomery Scott and Matt Brees from Stevens, Inc. Both gentlemen will be able to ask their questions and share their comments directly following the presentation. You can submit written questions throughout the presentation using the viewing portal. If we miss your question during the discussion, please reach out after the webcast. We'd be remiss if we didn't point you to our Safe Harbor page that describes the context of forward-looking statements. Finally, we use certain non-GAAP measures, which are identified as such within the presentation materials. Before I get started, I need to apologize for an error in the slide deck that we published this morning. On slide number 38, we listed the weighted average loan-to-value for our multifamily portfolio as 90%. I can't believe we didn't catch that. The correct number is 69%, not 90. This carries over and changes the weighted average of the entire loan to value for the whole investor commercial real estate portfolio to 63%. Again, my apologies. So having said that, we're changing things up a little this time, starting with Avenue and then moving on to the company's performance. A lot has happened in the banking as a service sector this year, and much has been written about the banks that offer banking as a service through intermediaries. I'll highlight a few of the articles that sum up the situation. Starting with S&P Global Market Intelligence, who reported that US banks with financial technology partnerships accounted for an outsized share of severe enforcement actions in 2023. The American Banker highlighted that banks are ultimately responsible for the activities their partners engage in. Financial institutions have been forced by regulators to heighten oversight of their fintech partners, strengthen compliance, and more. Banking Dive Financial Analytics reported that regulatory scrutiny will likely separate committed banks from those with just casual interest. And finally, Kate Drew writes in Forbes that the model using a banking as a service provider as a middleman is all but dead. And in its place will likely emerge a more resilient banking as a service proposition that puts the banks in the driver's seat when it comes to compliance and focuses on FinTechs with sustainable businesses and realistic objectives in financial services. We agree, we absolutely believe that the opportunities are boundless for banks that provide banking as a service in a responsible way. We've said it from the start, after gaining experience with a couple of FinTechs early on, we realized that we needed to have a robust system with modern API connectivity to steer the FinTechs down the proper path. The FinTech uses our ledger as their core, which gives us real time access and control. If something happens to the FinTech, we have the ledger with all the transactions and balances. And there's no question whether the deposits are FDIC insured. We integrated as much compliance as we could with customer identification, transaction monitoring, and management, complaint management, monitoring systems, and strong security. We marry up that technology with hands-on training that includes helping the FinTech to customize their policies that reflect their banking activities. The American Banker published an article on us emphasizing that our focus is to offer banking as a service the right way. Avenue offers an embedded banking solution that connects FinTechs directly to our FinTech core. We aren't a sponsor bank or an intermediary. We provide a full solution for our FinTech partners. Our one miss was underestimating the amount of time it would take to build and launch the technology that we designed. With hindsight, The timing is now perfect as we launch a solution that is purpose-built to meet the compliance and safety and soundness needs required not only by us, but also by the industry. Our first client is finalizing their integration and working fast to get up to scale. We have two more clients shifting from the sandbox into a pre-production phase. We have another FinTech in the sandbox and one that recently signed their master services agreement with us. We have another that's negotiating now the fine points of the master service agreement, and that would be our sixth fintech that enters the queue. The team is expanding to accommodate the activity. They are working hard to integrate fintechs, and they're still finding some time to focus on future functionality. We've capitalized $15.3 million building the Avenue solution. The build has been done as efficiently as possible. Management and the board believe that this is the right strategy for the company to remain competitive. Low cost deposits are becoming more and more scarce. This solution will allow the bank a much further reach into the consumer market than we could have ever achieved through traditional branching and marketing. And it's likely to be less expensive overall as well. Legacy Avenue deposits produced 619,000 in interest and fees over the first quarter, which covered almost two thirds of Avenue's expenses. We estimate that we'll reach break even with Avenue once we get to about 225 million in deposits, and that does remain our goal for 2024. Turning to the bank, we've done well during this interest rate cycle, despite some pretty taxing externalities. You'll see that we've had deposit cost challenges starting in the fourth quarter last year into the first quarter of this year. More about that later. We are a Virginia community bank celebrating our 20th year of business. We serve the Washington DC metropolitan area, and we have a great organic growth story using a branch light strategy. We've always been a tech forward bank with strong online and mobile banking technology. We trade on the NASDAQ Capital Markets Index. The DC market is a great place to do business. We always talk about the strengths of our market because we are in a region that hosts the federal government. But we also have world-class universities, hospital systems, airports, tourism, data centers, at least 16 Fortune 500 companies, and let's not forget the Stanley Cup-bound Washington Capitals. We also have low unemployment and a very high median household income for our workforce. As you're likely aware, the Class A office market within Washington DC itself is weak, but those buildings are generally financed by real estate investment trusts and life companies. In contrast, Class A space in Reston Town Center is near full capacity. Regardless of where we are, you'll see later in the presentation that we do very little pure office space lending. Demand for housing is high, supply very low. Our builders are selling homes as fast as they can be constructed. Condos are selling a little slower, but they are selling. We still do not compete on price. We compete on quality and service. For us, every day is game day. M&SB common stock is an undervalued opportunity. We closed the quarter with a market price at 77% of tangible book. Last Friday's close was at 73% of tangible book. Today is even less. Our asset quality is strong. Our risk management is robust. Our 2023 performance was overall superior to the peers. The one thing that's vexing us, deposit costs, is the very thing we are solving with our Avenue solution. Think about it. We have six branches. Most banks our size have 26 branches. If we built 20 more branches, we would spend substantially more per year on those branches than we'll spend on Avenue per year. And we'd still be paying market price for the deposits. Instead, we built a best-in-class solution to meet the fintech market where they are. Fintechs need a bank like us. For fintechs, we provide permanence with our partnership. We provide a solution that is faster to market. We provide our fintech partners with RegTech regulatory technology, and we provide better pricing because there's no middleware mouths to feed. Most important, we eliminate a fintech's need to have a backup bank because we're here to stay. We are the resilient solution fintechs have been waiting for. You have a choice, of course. You can wait to see our success. As the British say, the proof of the pudding is in the eating. At that point, will you get us at 73 cents on the dollar? Will you get us a tangible book? Or will our market price reflect the performance of a small cap bank stock that has bridged the gap between banking, FinTech, and RegTech? This is an exciting time as we continue our transformative journey. At this point, I'm going to turn the presentation over to Alex Varee. Alex is our Chief Accountant. He works closely with Tom Schmellick to ensure the accuracy of our books and records. Alex is going to talk you through our financial performance.

Thank you, Jeff. Slide 22 summarizes our financial performance over the past four quarters. This quarter is down slightly, due primarily to increased deposit costs. I'll summarize in the following five ratios. Our EPS for the quarter is 36 cents. Our efficiency ratio is 76%. Our annualized return on average assets is 0.65%. Our return on average equity is 5.97%. Our net interest margin is 3.24%. Our net loans increased 22 million for the quarter, and our total deposits increased 47 million. Total assets held relatively steady quarter on quarter, as did net charge us at three one-hundredths of a percent. Our liquidity remains strong with good ratios throughout. We have $507 million available in secured advances through the Federal Home Loan Bank of Atlanta and an additional $129 million in unsecured lines from six different providers. As you look at slide 24, you will see that our cumulative cycle loan beta is 52%, and our cumulative cycle deposit beta is 61%. The graph tells the story best. Our earning assets were well positioned for the interest rate cycle, shifting in lockstep with changes to the effective Fed funds rate. Deposit rates lagged nicely until the collapse of SVB, First Republic, Signature, and Silvergate. After that point, deposit rates became very competitive across the nation. This is depicted nicely in slide 25, which shows our quarterly net interest margin through the interest rate cycle. We are focused on controlling our deposit costs as we move forward. Our core deposits remain healthy at 76% of total deposits. Non-interest bearing demand deposits encompass 20%, 26% of core deposits. and the overall weighted average cost of core deposits is 3.32%. Non-core deposits represent 24% of total deposits with a weighted average rate of 4.89%. It is important to note that 173 million of the term deposits with a weighted maturity of 42 months are callable at our discretion. At this point, I'll turn the presentation over to Tom Floyd, our Chief Lending Officer, to discuss our loan portfolio and loan performance.

Thank you, Alex. As we look at the loan portfolio, it's worth remembering that so much of lending is about discipline. We have disciplined underwriting, which starts with an independent team of analysts. The team produces comprehensive credit memos that over the years have been commended by regulators, auditors, and loan review specialists. This is an important first step in controlling and minimizing the riskiness of the loans we underwrite. Equally important is the discipline of loan pricing, we are a commodity business we don't set interest rates we set a risk spread which we define our credit risk policy alone pricing isn't just about setting the rate it's also about setting the duration for the rate just as we focus on writing floating rate loans during the low flat interest rate cycle leading up to 2022 we've now shifted the portfolio so that 64 of the loans have fixed rates And 56% of the floating rate loans have floors with a weighted average of 6.29%. For the fixed rate loans, slide 29 shows a nice laddering of maturities over the next five years and beyond. We continue to proactively manage our portfolio. And part of that process is to engage our customers to learn whether they're having any cash flow or liquidity concerns and work to address them now so that we maintain healthy relationships going forward. Slide 30 shows that we are managing our concentration on investor commercial real estate and construction. This is our best asset, and it continues to perform at a very high level for us. Slide 31 shows the results of our hard work. We charged off three one-hundredths of a percent of gross loans in the first quarter, and just one-half of one percent of our total gross loans are non-performing. We're optimistic that 80% of the non-performing loan balances will be favorably resolved before year end. Just 2.12% of our total gross loans are criticized or classified at this time. We originated 54 million of new loans during the first quarter with a weighted average rate of 8.37% with good loan to value ratios. Our office exposure has reduced from 23 million to 15 million. We had an $8 million office construction loan that was completed and became under-occupied. Slide 34 reflects a construction portfolio that is diversified both by type and by location. The construction book has a weighted average interest rate of 8.49 percent with good loan-to-values throughout. It's important to note that 86 percent of the construction portfolio loans have interest reserves that in each case were funded by the customer. The remaining 14 percent of construction loans are to customers with strong liquidity and a good track record of performance. Likewise, our non-owner-occupied commercial real estate is also diversified by type and location with a weighted average interest rate of 6.14% with good loan-to-values and good occupancy. Our owner-occupied loans also reflect good diversification and a weighted average rate of 5.97% and good loan-to-values. The Q1 stress test for all earning assets reflects a worst case stress loss estimated at 38.7 million. The stress test includes loan level testing for all construction investor commercial real estate. For all other loan categories, we use the balance in each call report category multiplied by our worst ever loss for that call report category. For investments, we use the market price. And finally, for bank owned life insurance, we determine the liquidation value. Slide 38 shows the trend in stress tests over the past five quarters and the resulting impact capital. In all quarters, we remain strongly capitalized. That wraps it up for our loan presentation. As you can see, our goal is to be as transparent as possible. I'll turn it over to our CFO, Tom Schmelleck, to wrap things up.

Thank you. As Tom Floyd has indicated, we are very well capitalized. We also have a good capital stack consisting of a good mix of common, preferred, and subordinated debt. Finally, our accumulated and other comprehensive loss is just 3% of capital. Finally, as we look at the remainder of 2024, we offer the following guidance. The expense run rate will continue to average 1.2% of 2024, as previously indicated. Our goal for Avenue is to reach $225 million in deposits and $2 million in fees, and we project low single-digit loan growth for the remaining portion of the year. As Jeff said earlier, Main Street Bank has a very strong culture, and we've posted some very good results. We are in the business of taking risks, and our team is well-placed to identify, measure, monitor, and control those risks. We'll do our best to continue to prove that to you quarter on quarter, despite our strong and consistent performance, we are trading at a discount tangible book value. We are a great bargain today. We'll address the questions you've submitted through the portal after we hear from our analysts. Chris Marinak from Janney Montgomery Scott, we'll start with you.

Oh, thank you very much for hosting the call. I wanted to start on just understanding the net interest margin and if we are near a bottom of that, or do you think we still have a few more quarters to go before that kind of flattens out?

My personal opinion on that is I think we're going to make good progress as we go forward. It's hard to say, you know, what the market is going to demand. as we continue to look for whatever types of deposits that we can to grow. But I feel like we should be starting to sort of get to that curve. If the things that we have in the hopper today materialize, and can't say that with 100%, but I think it looks positive.

Great. And I guess my follow-up has to do just with the pace of loan growth where you don't have as much pressure or maybe any pressure on funding. Is there a happy medium on sort of a quarterly or annual growth pace?

I think the rate of low to mid-single-digit loan growth right now is what we're

looking at as far as that goes as far as not putting too much pressure on the funding side yeah chris it really a lot of it has to do with the availability of lower cost funds the our market has opportunities and good opportunities we're just being cautious and careful right now because we don't want to fund everything at the margin so it's it's a it's a tight tightrope walk right now

And I guess just the last question for me just has to do with, you know, Avenue, should we see some deposit progress in second quarter or is it still pretty much a third and fourth quarter likelihood to get to this year's goals?

So, I mean, technically we're looking at the third and the fourth quarter. We're hoping that we see some small deposit growth in the second quarter. But it depends on, you know, how fast these, you know, the FinTechs can get their apps fully connected with our solution and then get them out there and start getting their market share. So we think that second quarter is gonna be where they connect, get started, and then it really depends on how fast they can grow. And that's a bit outside our control. Great. Thank you for taking my questions. I'll yield the floor. Thank you, Chris. Matt, do you have any questions for us today? And I didn't check in with Matt. to see if he was gonna be available for today's call. It was an assumption on my part, so he may not be available. If he does join us, we'll let him interrupt. Andrew, can you read off some of the questions that we've got from our viewers today?

Yeah, the first question, regarding the Sixth Avenue clients that are underway, what are the revenue and deposit expectations timeline-wise?

Good question. The first one that we have and that we had announced Safari Pay, it doesn't have a big deposit. I think it's three to five million. It was a good one for us to start with. After that, they haven't shared that level of data with us. Like I said, it's really, at least one of them I know, it just depends on how much success they have with market penetration. They have a, it's a very good opportunity. So it's hard to say at this point, but I feel like the next wave coming in is our expectations are much better than the first. And I know there's one relationship and they've promised us fairly meaningful deposits that will get us I think close to, with what we have on the books right now, that one should get us about 50% of our way to the, just slightly under 50% of the way to the 225 million. So we still feel like that is an achievable effort.

All right, Matt Breeze is submitting his questions through the portal, so I'll jump to those real quick. Uh, he's asking what happened on the credit front, uh, with 9 million pickup in non-performing loans, what industry, uh, what is the workout process timeline estimated?

That is related to one project that is in construction. We're expecting certificate of occupancy in any day, uh, at this point in time, uh, that project is currently under contract for an amount that would fully repay. our debt and interest were optimistic that that will be resolved by the end of the year.

that actually i think just went under contract very recently so that's right i think that's going to be a good story for us it's a very high quality uh builder he sent years of success i think it's one of those classic events where if anything could go wrong it did including getting finalized power connected which took, I think, just about a year longer than what they had anticipated. So some parts of the DC machine still move fairly slow, but I think it's going to have a happy ending for us, but we'll definitely know before hopefully the end of the year.

All right, Matt's next question is, there remains a significant gap between where we stand with Avenue deposits and fees year-to-date versus the 2024 goals. Can you provide some color, confidence in achieving these figures this year?

Yeah, and again, we've said pretty much all along that it's going to be really a second half of the year focus. Like I said, I think we've got fairly good confidence that we'll get to 100. The team is very confident that we'll get all the way to 225, and it's our goal, and they're working very hard to get there. So we're not letting up on that. Like I said, we've budgeted for those numbers. We've committed with the board that we'll get there and we'll be held accountable. We feel strong. I'd rather be a little bit further along at this point, but I still think that we're going to get there. We've got the six that are pretty much working towards getting active, and then we've got a good number right behind them. we'll continue to work with to get through. And I think the other side of this is I think once we prove it out in the industry, once we show how well it works, I think that, or I suspect anyway, that a lot of other FinTechs that maybe have had a relationship where middleware was involved, maybe hopefully looking to us to, you know, to provide that more reliable solution. So again, I think we've got a great story to tell. And we're doing everything we can to, to achieve it. So we have a great outcome.

All right, he has one last question. Can you run through the expectations for the ROA for the remainder of the year? As NIM is down 25 basis points this quarter and your expense is growing by 1.2% per month, where do you expect ROA towards the end of the year?

Yeah, good question. Like we've said all along, we expect really good performance in the back half of the year. And so what you're seeing now is it's not where we want it to be right now, but as we get stronger performance in the back half of the year, you're going to see kind of outsized returns in those area.

And I'll add one more thing to that. The NIM will improve because of the noninterfering deposits rates stay where we are today and we don't see these rate decreases that we thought were going to occur, we will see an improvement.

All right. That's the last from Matt Breeze for now. Next question. What are we doing to grow core deposits the old-fashioned way outside of the Avenue platform?

That's also a great question. The business banking team is working very hard to, they're going out, you know, on a individual by individual basis. And I think there's 11 business bankers that are out there in the market. We do have the six locations. They team together. You know, every day they're seeing some forward progress. It's tough right now. It's interesting, I just saw a survey and I don't remember the source, but only 1% of the depositors across the nation are over $250,000. So it is a lot about doing it the old fashioned way, one at a time. They're working hard on the business relationships, I know they've got a few different events that are being planned to try to bring people together to be able to tell our story. The team, once they get into the right people, they generally are able to convert.

relationships the lenders I know are also working hard and into that end we're focusing on taking care of our good clients because when we take care of our good clients we meet more good clients through them and that's how we get a lot of referrals so we're making sure that as we're being focused on our core customer base we're deepening those relationships and looking for ways to get in front of clients that we're excited to bring into the bank albeit it's at a slower pace than we brought on historically it doesn't mean we're not adding you know net new good relationships to bank the next question is is the first quarters decrease in tangible book value per common share and anomaly how do you expect the remainder of the year to look

Yeah, great question. So the bank actually, as part of their equity incentive plan, the employees get shares awarded to them for bonuses at the end of the year. And so we added shares, which is a one-time event that we do in January. And so that was a one-time occurrence in January that you won't continue to see that throughout the year.

Yeah, our bonuses generally are paid half in restricted shares that vest over three years. And so that January vesting always increases the number of shares outstanding.

Another question, why are we seeking in the proxy to increase the total share counts?

In the normal course of business, just as good prudent corporation management of our overall know corporate you know use of shares we need to have that done for us on an ongoing basis so we have no plans of any you know use of those shares at this point in time it's for general corporate purposes going forward and in the event if something did come up like a merger or something like that we'd be prepared for it at that point in time but we have no plans at this point in time to use any of those shares

We also have a lot of folks out here asking, what's the status of our buyback program today?

Status of the buyback program right now, there's 4.1 million remaining in the current buyback in the first quarter as we disclosed in a filing. We had purchased back about 22,000 shares. Obviously, there were no blocks during that time, so we weren't able to purchase blocks. And obviously, we have to adhere to the rules. Our allotted amount on a daily basis is only 4,200 shares. And it obviously is driven by the market, whether it's going up or down, whether we could buy those even in a single day.

Last question that's on here. When are insiders allowed to buy shares given the blackout periods and do you expect any buying in the coming months?

The insiders have to adhere to all the blackout periods. Our blackout will end the morning of Wednesday the 23rd, I believe it is, this week. 24th. 24th, I'm sorry. The 24th it'll end, and then we will have up until two weeks before the next blackout period starts, which is typically two weeks before the end of the quarter.

That's it for now. As always, if you do have any questions, you want to speak to us online, you want to talk a little bit more about the slide deck, we're always happy to engage with you. Ben, I think you're getting off light today. I brought Ben Balawal because he's our compliance, well, he's our chief risk officer, very, very, very steeped in compliance. And sometimes when we have these conversations, especially on Avenue, people want to know how we do things differently. And so I think one question people might be interested in, Ben, when we look at all the consent orders and everything that have come down the pipe in the last year, if you can just maybe explain

when those come in what we how we look at those yeah sure um so typically uh when we see those consent orders come in um we will look through that consent order um we'll look at all the different ways or reasons why um those things were issued and we kind of compare uh what they were doing or what they the consent order was to what we're doing um inside and how we would solve for it or how we have solved for it um i mean that goes back to interagency guidance it goes it goes back to a variety of things that we see anytime there's a there's a statement from you know

or from a regulator. Yeah, so with that in mind, we look at those. And we do compare them with what we have, whether we need to make any tweaks to make sure that we're covering what the regulators are looking at. We felt like we did a good job of going through all of the laws, rules, regulations, and best practices. But like anything, there's a constant change. And so Ben and his team help out the process with that. I think that as we go forward, it is going to be a good success story. I think that company FinTechs are going to be looking at us, not only because we have all the right systems and we can take them forward and they don't have to have that backup bank, but also because from our pricing, they're just, as I said earlier, there are less mouths to feed in this process. And so the extent that we can get everything buttoned up in the master services agreement and that we can start working with them as we take the process forward, there's sort of three work streams that go simultaneously. The one that is connecting their application with our with our ledger through APIs as one of those work streams going with the compliance training and you know, going, templating all the policies. And we do take them through a course so that they know what is required of them. And that's the RegTech part that I was speaking about. And then, you know, the third and equally important is when we look at their business plan, their financial situation, the way that they manage their vendors and all those other things. And so, like I said, they're done simultaneously and, you know, So we're not getting one done, then moving on to the next and the next. So we are focused and we're able to move as fast as the fintechs are able to move. So watch this space. We will be, I think, having a lot more success stories as we go forward. Like I said, we took longer than We thought it would, even with some of the guidance from some of the gurus I've come across over the time, which they always say to me, Jeff, it always takes longer and costs more. Well, we've done a lot to control the cost. The taking longer has gotten us, but we're nearly there. So again, thank you. Thank you, Andrew, for reading the questions for us. We appreciate your investment. Can't believe what the stock has done today. I think we're a lot better than that. I know our margin is compressed, but we're still coming. We're still in the threes at the end of the day. I think if you look at a lot of our peer banks, they're trying to get back to the threes and I don't underestimate that. And one of the last things I'll leave you with is we have 2%, 2.1% of our total loans that are criticized or classified. All of the years that I was a regulator in this country and in the UK, yes, that was years ago now, but still relevant, I never saw a bank that had less than 15 20 35 even higher than that on average i think we have a pristine portfolio the one significant loan that we have in there that's on on a cool right now and substandard has i think a wonderful um possible outcome it's all heading in the right direction and We work really hard to make those things happen for you, our investors, and it benefits all of us. So again, thank you for your time. I look forward to talking with you again in the future. And please always reach out if you have any questions for us. Have a great day. Thank you.