Table of Contents
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, 2021
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. 001-38131
Esquire Financial Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
27-5107901
(State or Other Jurisdiction ofIncorporation or Organization)
(I.R.S. EmployerIdentification No.)
100 Jericho Quadrangle, Suite 100, Jericho, New York
11753
(Address of Principal Executive Offices)
(Zip Code)
(516) 535-2002
(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, $0.01 par value
ESQ
The Nasdaq Stock Market LLC
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).
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 ⌧
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 1, 2021, there were 7,847,494 outstanding shares of the issuer’s common stock.
Form 10-Q
Page
PART I. FINANCIAL INFORMATION
3
Item 1.
Financial Statements (unaudited)
Condensed Consolidated Statements of Financial Condition
Condensed Consolidated Statements of Income
4
Condensed Consolidated Statements of Comprehensive Income
5
Condensed Consolidated Statements of Changes in Stockholders’ Equity
6
Condensed Consolidated Statements of Cash Flows
7
Notes to Interim Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
40
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
42
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
43
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
44
SIGNATURES
45
2
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
ESQUIRE FINANCIAL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)
(Unaudited)
September 30,
December 31,
2021
2020
ASSETS
Cash and cash equivalents
$
138,235
65,185
Securities purchased under agreements to resell, at cost
50,899
51,726
Securities available-for-sale, at fair value
141,703
117,655
Securities, restricted, at cost
2,680
2,694
Loans held for investment
744,092
672,421
Less: allowance for loan losses
(8,665)
(11,402)
Loans, net of allowance
735,427
661,019
Premises and equipment, net
3,443
3,017
Accrued interest receivable
4,462
4,529
Other assets
46,421
30,889
Total assets
1,123,270
936,714
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand
416,849
351,692
Savings, NOW and money market
549,069
441,160
Time
11,125
11,202
Total deposits
977,043
804,054
Accrued expenses and other liabilities
9,046
6,584
Total liabilities
986,089
810,638
Commitments and contingencies
—
Stockholders’ equity:
Preferred stock, par value $0.01; authorized 2,000,000 shares; none issued
Common stock, par value $0.01; authorized 15,000,000 shares; 7,881,800 and 7,827,788 shares issued, respectively; and 7,847,494 and 7,793,482 shares outstanding, respectively
79
78
Additional paid-in capital
93,106
91,622
Retained earnings
44,730
33,535
Accumulated other comprehensive (loss) income
(167)
1,408
Treasury stock at cost, 34,306 and 34,306 shares, respectively
(567)
Total stockholders’ equity
137,181
126,076
Total liabilities and stockholders’ equity
See accompanying condensed notes to interim condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
For the Nine Months
Ended September 30,
Interest income:
Loans
10,709
8,936
30,408
26,055
Securities
583
494
1,588
2,132
Securities purchased under agreements to resell
150
470
Interest earning deposits and other
51
66
134
348
Total interest income
11,493
9,496
32,600
28,535
Interest expense:
Savings, NOW and money market deposits
189
203
536
697
Time deposits
19
85
59
277
Borrowings
1
Total interest expense
209
289
597
978
Net interest income
11,284
9,207
32,003
27,557
Provision for loan losses
3,750
900
6,400
4,700
Net interest income after provision for loan losses
7,534
8,307
25,603
22,857
Noninterest income:
Payment processing fees
5,227
3,721
15,948
9,527
Customer related fees and service charges
81
163
292
432
Unrealized loss on loans held for sale
(384)
Total noninterest income
4,924
3,884
15,856
9,959
Noninterest expense:
Employee compensation and benefits
5,523
4,372
16,189
12,448
Occupancy and equipment
696
615
2,104
1,735
Professional and consulting services
773
845
2,352
2,382
FDIC and regulatory assessments
111
95
320
280
Advertising and marketing
171
936
Travel and business relations
105
33
212
173
Data processing
977
772
2,734
2,272
Other operating expenses
533
382
1,466
1,351
Total noninterest expense
9,007
7,285
26,313
20,930
Net income before income taxes
3,451
4,906
15,146
11,886
Income tax expense
932
1,300
3,951
3,150
Net income
2,519
3,606
11,195
8,736
Earnings per share
Basic
0.34
0.49
1.50
1.18
Diluted
0.32
0.48
1.42
1.14
See accompanying condensed notes to interim condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Other comprehensive (loss) income:
Unrealized (losses) gains arising during the period on securities available-for-sale
(686)
(343)
(2,203)
1,772
Reclassification adjustment for net gains (losses) included in net income
Tax effect
196
97
628
(505)
Total other comprehensive (loss) income
(490)
(246)
(1,575)
1,267
Total comprehensive income
2,029
3,360
9,620
10,003
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Additional
other
Total
Preferred
Common
paid-in
Retained
comprehensive
Treasury
stockholders'
shares
stock
capital
earnings
income (loss)
equity
Balance at July 1, 2021
7,830,704
92,624
42,211
323
134,670
Other comprehensive loss
Exercise of stock options, net of repurchases (18,641 shares)
16,790
Stock compensation expense
482
Balance at September 30, 2021
7,847,494
income
Balance at July 1, 2020
7,662,840
77
90,747
26,047
1,899
118,203
383
Balance at September 30, 2020
91,130
29,653
1,653
121,946
Balance at January 1, 2021
7,793,482
Exercise of stock options, net of repurchases (59,109 shares)
54,012
20
21
1,464
Balance at January 1, 2020
7,652,170
89,682
20,917
386
111,062
Other comprehensive income
Exercise of stock options, net of repurchases (20,224 shares)
44,976
290
1,158
Purchase of common stock
(34,306)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
384
Depreciation
516
424
Net amortization (accretion):
613
742
(1,034)
(279)
Right of use asset
415
343
Software
749
420
Changes in other assets and liabilities:
67
(1,097)
(543)
(1,428)
Operating lease liability
(405)
(352)
2,868
3,510
Net cash provided by operating activities
22,689
16,877
Cash flows from investing activities:
Net change in loans
(94,358)
(71,266)
Net change in securities purchased under agreements to resell
827
Purchases of securities available-for-sale
(70,478)
(6,200)
Principal repayments on securities available-for-sale
43,614
46,565
Redemption (purchase) of securities, restricted
14
(29)
Purchases of premises and equipment
(942)
(446)
Development of capitalized software
(1,325)
Net cash used in investing activities
(122,648)
(32,701)
Cash flows from financing activities:
Net increase in deposits
172,989
64,890
Decrease in borrowings
(1)
(2)
Exercise of stock options
Net cash provided by financing activities
173,009
64,611
Increase in cash and cash equivalents
73,050
48,787
Cash and cash equivalents at beginning of the period
61,806
Cash and cash equivalents at end of the period
110,593
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
990
Taxes
5,854
4,330
Noncash transactions:
Transfer from loans held for investment to held for sale
14,584
Right of use asset obtained in exchange for lease liability
624
Securities purchased but not yet settled
3,337
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The Interim Consolidated Financial Statements include the accounts of Esquire Financial Holdings, Inc. and its wholly owned subsidiary, Esquire Bank, N.A., are collectively referred to as “the Company.” All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial information. In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are recurring in nature. These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2020 and 2019. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. Certain balances in the prior year financial statements were reclassified to conform to current presentation. The reclassifications had no effect on prior year net income or stockholders’ equity.
Risks and Uncertainties
On March 11, 2020, the World Health Organization declared COVID-19, the disease caused by the novel coronavirus, a pandemic as a result of the global spread of the coronavirus illness. In response to the outbreak, federal and state authorities in the U.S. introduced various measures to try to limit or slow the spread of the virus, including travel restrictions, nonessential business closures, stay-at-home orders, and strict social distancing. The full impact of COVID-19 is unknown and rapidly evolving.
We have implemented a customer payment deferral program (principal and interest) to assist business borrowers and certain consumers that may be experiencing financial hardship due to COVID-19 related challenges. These loans will continue to accrue interest during the deferral period unless otherwise classified as nonperforming. Consistent with regulatory guidance and the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), borrowers that were otherwise current on loan payments that were granted COVID-19 related financial hardship payment deferrals will continue to be reported as current loans during the deferral period and not evaluated as to whether they are troubled debt restructurings (“TDR”). There were no delinquent loans upon adoption of our payment deferral program.
At September 30, 2021, there were no participants in the customer payment deferral program.
At this time, it is difficult to quantify the impact COVID-19 will have on future periods. This could cause the Company to experience a material adverse effect on our business operations, asset valuations, financial condition, and results of operations. Material adverse impacts may include all or a combination of an increase in the allowance for loan losses, valuation impairments on our investments or deferred tax assets. The Company has evaluated the impact of the effects of COVID-19 and determined that there were no material or systematic adverse impacts on the Company's third quarter 2021 Consolidated Statement of Financial Condition and Consolidated Statement of Income.
Subsequent Events
The Company has evaluated subsequent events for recognition and disclosure through the date of issuance.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the Consolidated Financial Statements.
Loans Held for Sale
Loans transferred from investment to held for sale are accounted for at lower of cost or fair value. During the third quarter of 2021, the Company transferred its legacy NFL portfolio from loans held for investment to held for sale. As part of the transfer, the Company recorded a charge-off of $9.0 million, of which $3.0 million was provisioned for during the third quarter of 2021. Subsequent to the transfer, the Company recorded a lower of cost or fair value adjustment totaling $384 thousand, which is reflected as an unrealized loss on loans held for sale on the Consolidated Statement of Income. The carrying amount of these loans totaled $14.2 million and is included with Other assets on the Consolidated Statement of Financial Condition.
New Accounting Pronouncements
On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (the ASU). This ASU replaces the incurred loss model with an expected loss model, referred to as “current expected credit loss” (CECL) model. It will significantly change estimates for credit losses related to financial assets measured at amortized cost, including loans receivable and certain other contracts. This ASU will be effective for the Company in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt ASU 2016-13 on or before January 1, 2023, using the required modified retrospective method with a cumulative effect adjustment as of the beginning of the reporting period. The Company has gathered the necessary data and continues to prepare for the implementation of this standard.
ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. Subject to certain conditions, where an agreement, contract or transaction is modified in connection with the reference rate reform, the guidance permits: (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered “minor” so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting and is effective March 12, 2020 through December 31, 2022.
We do not expect ASU 2020-04 to have a material impact on the Company’s business operations and consolidated financial statements as our variable rate loan portfolios almost exclusively utilize the prime rate as the interest rate benchmark. Further, the Company does not have any derivative contracts or apply hedge accounting.
9
NOTE 2 — Debt Securities
Available-for-Sale Securities
The amortized cost, gross unrealized gains and losses and estimated fair value of securities available-for-sale were as follows:
Gross
Amortized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
September 30, 2021
Mortgage-backed securities – agency
116,702
868
(1,505)
116,065
Collateralized mortgage obligations (CMOs) – agency
25,235
413
(10)
25,638
Total available-for-sale
141,937
1,281
(1,515)
December 31, 2020
55,212
1,237
(49)
56,400
60,474
807
(26)
61,255
115,686
2,044
(75)
Mortgage-backed securities include all pass-through certificates guaranteed by FHLMC, FNMA, or GNMA and the CMOs are backed by government agency pass-through certificates. CMOs, by virtue of the underlying residential collateral or structure, are fixed rate current pay sequentials or planned amortization classes (PACs). As actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations, these securities are not considered to have a single maturity date.
There were no sales or calls of securities for the three and nine months ended September 30, 2021 and 2020.
At September 30, 2021, securities having a fair value of $113.3 million were pledged to the Federal Home Loan Bank of New York (FHLB) for borrowing capacity totaling $107.7 million. At December 31, 2020, securities having a fair value of $98.6 million were pledged to the FHLB for borrowing capacity totaling $93.8 million. At September 30, 2021 and December 31, 2020, the Company had no outstanding FHLB advances.
At September 30, 2021, securities having a fair value of $28.4 million were pledged to the Federal Reserve Bank of New York (FRB) for borrowing capacity totaling $27.5 million. At December 31, 2020, securities having a fair value of $19.1 million were pledged to the FRB for borrowing capacity totaling $18.7 million. At September 30, 2021 and December 31, 2020, the Company had no outstanding FRB borrowings.
10
The following table provides the gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of:
Less Than 12 Months
12 Months or Longer
FairValue
GrossUnrealizedLosses
90,392
CMOs – agency
1,153
Total temporarily impaired securities
91,545
Mortgage-backed securities - agency
4,807
CMOs - Agency
8,332
(17)
1,219
(9)
9,551
13,139
(66)
14,358
Management reviews the investment portfolio on a quarterly basis to determine the cause, magnitude and duration of declines in the fair value of each security. In estimating other-than-temporary impairment (OTTI), management considers many factors including: (1) the length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the security or more likely than not will be required to sell the security before its anticipated recovery. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement 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. The assessment of whether any other than temporary decline exists may involve a high degree of subjectivity and judgment and is based on the information available to management at a point in time. Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.
At September 30, 2021, securities in unrealized loss positions were issuances from government sponsored entities. Due to the decline in fair value being attributable to changes in interest rates, not credit quality and because the Company does not have the intent to sell the securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider the securities to be other-than-temporarily impaired at September 30, 2021.
No impairment charges were recorded for the three and nine months ended September 30, 2021 and 2020.
11
NOTE 3 — Loans
The composition of loans by class is summarized as follows:
At September 30,
At December 31,
Real estate:
1 – 4 family
44,022
48,433
Multifamily
240,055
169,817
Commercial real estate
53,437
54,717
Construction
Total real estate
337,514
272,967
Commercial
398,511
358,410
Consumer
8,651
41,362
Total loans held for investment
744,676
672,739
Deferred loan fees and unearned premiums, net
(584)
(318)
Allowance for loan losses
Loans held for investment, net
At September 30, 2021 and December 31, 2020, the commercial loans balance included Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans of $11.7 million and $21.9 million, respectively.
The following tables present the activity in the allowance for loan losses by class for the three months ending September 30, 2021 and 2020:
1‑4 Family
Real Estate
Allowance for loan losses:
Beginning balance
312
5,547
1,418
603
6,137
14,017
Provision (credit) for loan losses
(3)
385
274
(4)
3,098
Recoveries
Loans charged-off
(9,102)
Total ending allowance balance
309
5,932
1,692
599
133
8,665
September 30, 2020
739
4,816
2,126
982
2,013
10,676
(247)
(502)
(248)
1,820
(19)
492
4,891
1,624
734
3,816
11,557
12
The following tables present the activity in the allowance for loan losses by class for the nine months ending September 30, 2021 and 2020:
342
5,003
1,278
4,182
11,402
(33)
929
414
5,088
(9,137)
344
4,048
1,048
560
161
828
6,989
148
576
174
(161)
3,118
(130)
(132)
13
The following tables present the balance in the allowance for loan losses and the recorded investment in loans by class and based on impairment method as of September 30, 2021 and December 31, 2020:
Ending allowance balance attributable to loans:
Individually evaluated for impairment
Collectively evaluated for impairment
Loans:
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
Total ending loans balance
Ending allowance Balance attributable to loans:
2,303
39,059
670,436
Recorded investment is not adjusted for accrued interest, deferred fees and costs, and unearned premiums and discounts due to immateriality.
The following table provides an analysis of the impaired loans by segment as of September 30, 2021 and December 31, 2020. There was no related allowance recorded on any impaired loans as of September 30, 2021 and December 31, 2020:
Unpaid
Recorded
Principal
Investment
Balance
1-4 family
The following table provides an analysis of average recorded investment and interest income recognized by segment on impaired loans during the three and nine months ended September 30, 2021.
For the three months ended September 30,
For the nine months ended September 30,
Average
Income
Recognized
144
1,703
1,436
2,054
1,210
2,198
The following tables present the aging of the recorded investment in past due loans by class of loans as of September 30, 2021 and December 31, 2020:
Total Past
30-59
60-89
Greater than
Due &
Days
90 Days
Nonaccrual
Loans Not
Past Due
34
8,617
744,642
15
26
2,329
39,033
670,410
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. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed whenever a credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans.
The Company uses the following definitions for risk ratings:
Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’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 institution 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 that are analyzed individually as part of the above described process are considered to be pass rated loans.
16
Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
Pass
Special Mention
Substandard
Doubtful
41,007
3,015
376,482
17,977
4,052
239,334
721
49,619
3,818
715,093
24,810
4,773
45,418
358,295
115
169,096
34,896
4,163
662,422
7,899
2,418
The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For smaller dollar commercial and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity.
The Company has no loans identified as TDRs at September 30, 2021 and December 31, 2020. Furthermore, there were no loans modified during the three and nine months ended September 30, 2021 and 2020 as TDRs. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. As discussed in Note 1, the Company implemented a payment deferral program in response to the COVID-19 crisis and elected to evaluate the modified loan population under the CARES Act which allows for troubled debt restructuring categorization to be suspended. As of September 30, 2021, there were no participants in the payment deferral program.
Pledged Loans
At September 30, 2021, loans totaling $36.4 million were pledged to the Federal Home Loan Bank of New York for borrowing capacity totaling $26.1 million. At December 31, 2020, loans totaling $37.5 million were pledged to the Federal Home Loan Bank of New York for borrowing capacity totaling $28.6 million.
17
NOTE 4 — Noninterest Income
Descriptions of revenue-generating activities that are within the scope of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, and are presented in the Consolidated Statements of Income as components of noninterest income, are as follows:
For the Three Months Ended September 30,
Payment processing income
5,021
3,551
15,339
9,023
ACH income
206
170
609
504
Administrative service income
41
29
140
Other
122
263
Unrealized loss on loans held for sale (1)
The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers.
18
NOTE 5 — Share-Based Payment Plans
The Company issues incentive and nonqualified stock options and restricted stock awards to certain employees and directors pursuant to its equity incentive plans, which have been approved by the stockholders. Share-based awards are granted by the Compensation Committee of the Board of Directors.
Under the plans, options are granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. Options granted vest over three or five years and have ten year contractual terms. All options provide for accelerated vesting upon a change in control (as defined in the plans). Restricted shares are granted at the fair value on the date of grant and typically vest over 6 years with a third vesting after years four, five, and six. Restricted shares have the same voting rights as common stock and nonvested restricted shareholders do not have rights to the accrued dividends until vested.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on peer volatility. The Company uses peer data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on peer data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
There were no stock options granted during the three and nine months ended September 30, 2021 and 2020.
The following table presents a summary of the activity related to options as of September 30, 2021:
Weighted
Remaining
Exercise
Contractual
Options
Price
Life (Years)
Outstanding at beginning of year
907,099
14.11
Granted
Exercised
(113,121)
12.72
Forfeited
(501)
23.08
Expired
(415)
25.02
Outstanding at period end
793,062
14.30
5.07
Vested or expected to vest
Exercisable at period end
709,114
13.43
4.63
The Company recognized compensation expense related to options of $117 thousand and $124 thousand for the three months ended September 30, 2021 and 2020, respectively. The Company recognized compensation expense related to options of $380 thousand and $387 thousand for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, unrecognized compensation cost related to nonvested options was approximately $562 thousand and is expected to be recognized over a weighted average period of 2.06 years. The intrinsic value for outstanding options and for options vested or expected to vest was $11.4 million and $10.8 million for exercisable options at September 30, 2021.
Information related to stock option exercises during each period is as follows:
For the three months ended
For the nine months ended
Intrinsic value of options exercised
403
1,275
878
Cash received from option exercises
Excess tax benefit from option exercises
244
The following table presents a summary of the activity related to restricted stock as of September 30, 2021:
Weighted Average
Grant Date
Shares
Fair Value
380,750
22.87
Vested
The Company recognized compensation expense related to restricted stock of $365 thousand and $259 thousand for the three months ended September 30, 2021 and 2020, respectively. The Company recognized compensation expense related to restricted stock of $1.1 million and $771 thousand for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was $5.8 million of total unrecognized compensation cost related to nonvested shares granted under the plan. The cost is expected to be recognized over a weighted-average period of 4.25 years.
NOTE 6 — Earnings per Share
The factors used in the earnings per share computation follow:
Weighted average common shares outstanding
7,460,897
7,403,840
7,445,497
7,414,264
Basic earnings per share
Weighted average shares outstanding for basic earnings per share
Add: Dilutive effects of share based awards
487,145
172,124
448,076
225,103
Average shares and dilutive potential common shares
7,948,042
7,575,964
7,893,573
7,639,367
Diluted earnings per share
Share-based awards totaling 107,600 and 303,250 shares of common stock were not considered in computing diluted earnings per common share for the three months ended September 30, 2021 and September 30, 2020, respectively, because they were anti-dilutive. Share-based awards totaling 107,600 and 303,250 shares of common stock were not considered in computing diluted earnings per common share for the nine months ended September 30, 2021 and September 30, 2020, respectively, because they were anti-dilutive.
NOTE 7 — Leases
The Company recognizes the present value of its operating lease payments related to its office facilities and retail branch as operating lease assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. These operating lease assets represent the Company’s right to use an underlying asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments over the lease term. As these leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date in order to determine present value.
Short-term lease payments, those leases with original terms of 12 months or less, are recognized in the Consolidated Statements of Income, on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties and does not lease properties from any related parties.
As of September 30, 2021, right of use (“ROU”) lease assets and related lease liabilities were $2.5 million and $3.1 million, respectively. As of December 31, 2020, ROU lease assets and related lease liabilities were $2.9 million and $3.5 million, respectively. ROU assets are included within other assets and related lease liabilities are included within other liabilities on the consolidated statements of financial condition.
Maturities of the Company’s operating lease liabilities at September 30, 2021 are as follows:
Operating Lease
Liabilities
2022
643
2023
636
2024
652
2025
668
Thereafter
627
Total operating lease payments
3,389
Less: interest
262
Present value of operating lease liabilities
3,127
As of September 30,
Weighted-average remaining lease term
5.12
years
6.08
Weighted-average discount rate
3.05
%
The components of total lease cost are as follows:
Operating lease cost
142
141
425
422
Short-term lease cost
52
Total lease cost
155
438
474
Cash paid for operating leases
503
431
NOTE 8 — Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values.
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 company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
For available-for-sale securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements Using
Quoted PricesIn ActiveMarkets ForIdentical Assets
SignificantOtherObservableInputs
SignificantUnobservableInputs
(Level 1)
(Level 2)
(Level 3)
Assets
Available-for-sale securities
There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2021 and 2020.
The legacy NFL consumer loan portfolio was measured on a nonrecurring basis and assigned a Level 3 fair value of $14.2 million as of September 30, 2021, as the loans are accounted for at the lower of cost or fair value. The fair value was determined using the discounted cash flow method under the income approach where the significant unobservable inputs include the cash flows and related timing, and an approximately 8% discount rate applied which reflects the rate of return market participants would expect to earn on investments of equivalent risk. The valuation adjustment recorded during the quarter totaled $384 thousand. There were no assets or liabilities measured at fair value on a nonrecurring basis as of December 31, 2020.
22
The following tables present the carrying amounts and fair values (represents exit price) of financial instruments at September 30, 2021 and December 31, 2020:
Fair Value Measurement at September 30, 2021, Using:
Carrying
Financial Assets:
1,129
137,106
Securities available-for-sale
735,232
Other assets - loans held for sale
14,200
Financial Liabilities:
11,163
Demand and other deposits
965,918
Secured borrowings
48
Accrued interest payable
Fair Value Measurement at December 31, 2020, Using:
1,775
63,410
661,992
245
4,284
11,246
792,852
49
23
NOTE 9 — Accumulated Other Comprehensive (Loss) Income
The following presents changes in accumulated other comprehensive (loss) income by component, net of tax, for the three and nine months ending September 30, 2021 and 2020:
Three months ended
Nine months ended
Unrealized (Losses) Gains on Available-for-Sale Securities
Other comprehensive (loss) income before reclassifications, net of tax
Amounts reclassified from accumulated other comprehensive income
Net current period other comprehensive (loss) income
Ending balance
There were no reclassifications out of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2021 and 2020.
24
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Management’s discussion and analysis of financial condition at September 30, 2021 and December 31, 2020 and results of operations for the three and nine months ended September 30, 2021 and 2020 is intended to assist in understanding the financial condition and results of operations of Esquire Financial Holdings, Inc. The information contained in this section should be read in conjunction with the unaudited Consolidated Financial Statements and the audited Consolidated Financial Statements as of December 31, 2020 and the notes thereto appearing in Part I, Item 1, of this quarterly report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements, which can be identified by the use of words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements include, but are not limited to:
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this quarterly report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy is unable to remain substantially reopened, and higher levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase; collateral for loans, especially real estate, may decline in value; our allowance for loan losses may increase if borrowers experience financial difficulties; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and our cyber security risks are increased as the result of an increase in the number of employees working remotely.
The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2020, as supplemented by subsequent Quarterly Reports on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
27
Summary of Significant Accounting Policies
A summary of our accounting policies is described in Note 1 to the Consolidated Financial Statements included in our annual report. 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 policies, which involve the most complex or subjective decisions or assessments, are as follows:
Allowance for Loan Losses. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the inherent subjectivity and uncertainty in estimating the levels of the allowance required to cover loan losses in the portfolio and the material effect that such judgements can have on the results of operations.
Emerging Growth Company. Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We have irrevocably elected to adopt new accounting standards within the public company adoption period.
We have taken advantage of some of the reduced regulatory and reporting requirements that are available to it so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.
Overview
We are a financial holding company headquartered in Jericho, New York and registered under the Bank Holding Company Act of 1956, as amended. Through our wholly owned bank subsidiary, Esquire Bank, National Association (“Esquire Bank” or the “Bank”), we are a full service commercial bank dedicated to serving the financial needs of the litigation industry and small businesses nationally, as well as commercial and retail customers in the New York metropolitan market. We offer tailored financial and payment processing solutions to the litigation community and their clients as well as dynamic and flexible payment processing solutions to small business owners, both on a national basis. We also offer traditional banking products for businesses and consumers in our local market area.
Our results of operations depend primarily on our net interest income which is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provision for loan losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of payment processing fees and customer related fees and charges. Noninterest expense currently consists primarily of employee compensation and benefits and professional and consulting services. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies, the litigation market and actions of regulatory authorities.
COVID-19 Pandemic Programs
We are participating in the Paycheck Protection Program administered by the SBA. The PPP provides borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilize the loan proceeds to cover employee compensation-related costs and other qualifying business costs. As of September 30, 2021, we have cumulatively funded PPP loans totaling $45.5 million, and have been remitted forgiveness principal payments from the SBA of $33.8 million, resulting in a net PPP loan balance of $11.7 million. All of our calendar year 2020 PPP loan originations have been fully repaid by the SBA.
28
In 2020, management implemented a customer payment deferral program (principal and interest) under the CARES Act to assist business borrowers and certain consumers that may have been experiencing financial hardship due to COVID-19 related challenges. As of September 30, 2021, there were no participants in our payment deferral program.
Comparison of Financial Condition at September 30, 2021 and December 31, 2020
Assets. Our total assets were $1.1 billion at September 30, 2021, an increase of $186.6 million, or 19.9%, from $936.7 million at December 31, 2020, primarily due to increases in cash and cash equivalents of $73.1 million, or 112.1%, loans held for investment of $71.7 million, or 10.7%, and securities available-for-sale of $24.0 million, or 20.4%.
Loans. The following table provides information regarding the composition of our loans held for investment portfolio at the dates indicated:
Amount
Percent
5.9
7.2
32.2
25.3
8.1
45.3
40.6
53.5
53.3
1.2
6.1
100.0
At September 30, 2021, loans were $744.1 million, or 76.2% of total deposits, compared to $672.4 million, or 83.6% of total deposits, at December 31, 2020. The growth in loans was primarily driven by increases in multifamily and commercial loans. Multifamily loans increased $70.2 million, or 41.4%, to $240.1 million at September 30, 2021 from $169.8 million at December 31, 2020. Commercial loans increased $40.1 million, or 11.2%, to $398.5 million at September 30, 2021 from $358.4 million at December 31, 2020.
The following table sets forth the composition of our Litigation-Related loan held for investment portfolio by type of loan at the dates indicated:
Litigation-Related Loans
Commercial Litigation-Related:
Working capital lines of credit
197,176
55.1
202,021
61.4
Case cost lines of credit
112,769
31.5
87,104
26.4
Term loans
45,425
12.7
10,527
3.2
Total Commercial Litigation-Related
355,370
99.3
299,652
91.0
Consumer Litigation-Related:
Post-settlement consumer loans
2,268
0.7
29,342
8.9
Structured settlement loans
0.0
236
0.1
Total Consumer Litigation-Related
2,409
29,578
9.0
Total Litigation-Related Loans
357,779
329,230
At September 30, 2021, our Litigation-Related loans, which include commercial loans to law firms and consumer lending to plaintiffs/claimants and attorneys, totaled $357.8 million, or 48.0% of our total loan portfolio, compared to $329.2 million at December 31, 2020. In addition, we had $11.7 million in PPP loans as of September 30, 2021 to attorney customers which are excluded from the table above. We remain focused on prudently growing our Litigation-Related loan portfolio.
Securities. Securities available-for-sale increased $24.0 million, or 20.4%, to $141.7 million at September 30, 2021 from $117.7 million at December 31, 2020, driven by purchases of $70.5 million, offset by paydowns of $43.6 million, unrealized losses of $2.2 million through other comprehensive income, and net amortization of $613 thousand.
Funding. Total deposits increased $173.0 million, or 21.5%, to $977.0 million at September 30, 2021 from $804.1 million at December 31, 2020. We continue to focus on the acquisition and expansion of core deposit relationships, which we define as all deposits except for certificates of deposit. Core deposits totaled $965.9 million at September 30, 2021, or 98.9% of total deposits at that date, compared to $792.9 million or 98.6% of total deposits at December 31, 2020.
In addition to our core deposits as a source of funding, the Company continues to prudently manage its balance sheet through deposit sweep programs, maintaining off-balance sheet funds totaling $443.9 million at September 30, 2021 which is a $63.6 million, or 16.7%, increase from the December 31, 2020 balance of $380.3 million.
At September 30, 2021, we had the ability to borrow a total of $133.8 million from the Federal Home Loan Bank of New York. We also had an available line of credit with the Federal Reserve Bank of New York discount window of $27.5 million. At September 30, 2021, we also had $67.5 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. No amounts were outstanding on any of the aforementioned lines of credit at September 30, 2021.
Equity. Total stockholders’ equity increased $11.1 million, or 8.8%, to $137.2 million at September 30, 2021, from $126.1 million at December 31, 2020.
Asset Quality. Nonperforming assets, totaling $12 thousand, consisted of several nonaccrual consumer loans as of September 30, 2021. As of September 30, 2021, the allowance for loan losses was $8.7 million, or 1.16% of total loans, as compared to $11.4 million, or 1.70% of total loans at December 31, 2020. The decrease in the allowance as a percentage of loans is a result of the charge-off of $9.0 million upon reclassification of the legacy NFL consumer post settlement loan portfolio from held for investment to held for sale as our overall reserve for loan losses to total loans returned to pre-pandemic levels. At September 30, 2021, special mention and substandard loans totaled $24.8 million and $4.8 million, respectively.
30
Average Balance Sheets and Rate/Volume Analysis
The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for periods indicated. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of net premium amortization and net deferred loan origination fees accounted for as yield adjustments. No tax-equivalent yield adjustments were made, as we have no tax exempt investments.
Yield/Cost
INTEREST EARNING ASSETS
Loans, held for investment
738,281
5.75
608,313
5.84
Securities, includes restricted stock
138,200
1.67
113,580
1.73
50,972
1.17
Interest earning cash and other
66,726
0.30
143,420
0.18
Total interest earning assets
994,179
4.59
865,313
4.37
NONINTEREST EARNING ASSETS
33,765
28,708
TOTAL AVERAGE ASSETS
1,027,944
894,021
INTEREST BEARING LIABILITIES
Savings, NOW, Money Market deposits
453,678
0.17
430,511
0.19
11,126
0.68
17,751
1.90
Total interest bearing deposits
464,804
208
448,262
288
0.26
54
7.35
87
4.56
Total interest bearing liabilities
464,858
448,349
NONINTEREST BEARING LIABILITIES
Demand deposits
414,930
315,761
Other liabilities
11,550
10,260
Total noninterest bearing liabilities
426,480
326,021
Stockholders' equity
136,606
119,651
TOTAL AVG. LIABILITIES AND EQUITY
Net interest spread
4.41
4.11
Net interest margin
4.50
4.23
31
705,609
5.76
587,282
5.93
131,019
1.62
129,791
2.19
51,185
1.23
63,354
0.28
108,229
0.43
951,167
4.58
825,302
4.62
32,054
29,793
983,221
855,095
424,468
426,347
0.22
11,098
0.71
19,001
1.95
435,566
595
445,348
974
0.29
70
3.82
5.09
435,636
445,453
405,427
283,841
10,393
9,421
415,820
293,262
131,765
116,380
4.40
4.33
4.46
32
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest earning assets and interest bearing liabilities for the periods indicated. The table distinguishes between: (1) changes attributable to volume (changes in volume multiplied by the prior period’s rate); (2) changes attributable to rate (change in rate multiplied by the prior year’s volume); and (3) total increase (decrease) (the sum of the previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.
For the Three Months Ended
For the Nine Months Ended
2021 vs. 2020
Increase
(Decrease) due to
Volume
Rate
(Decrease)
Interest earned on:
1,910
(137)
1,773
5,096
(743)
4,353
(16)
89
(564)
(544)
(46)
(15)
(117)
(97)
(214)
2,119
(122)
1,997
5,469
(1,404)
4,065
Interest paid on:
Savings, NOW, Money Markets
(25)
(14)
(158)
(24)
(42)
(86)
(218)
(13)
(67)
(80)
(89)
(290)
(379)
(90)
(291)
(381)
Change in net interest income
(55)
2,077
5,559
(1,113)
4,446
Comparison of Operating Results for the Three Months Ended September 30, 2021 and 2020
General. Net income decreased $1.1 million, or 30.1%, to $2.5 million for the three months ended September 30, 2021 from $3.6 million for the three months ended September 30, 2020. The decrease primarily resulted from the reclassification of the legacy NFL consumer post settlement portfolio from held for investment to held for sale, where the Company incurred a $3.4 million pretax charge. Net income was also impacted by a $2.1 million increase in net interest income and a $1.0 million increase in noninterest income, partially offset by an increase in noninterest expense of $1.7 million.
Net Interest Income. Net interest income increased $2.1 million, or 22.6%, to $11.3 million for the three months ended September 30, 2021 from $9.2 million for the three months ended September 30, 2020, due to a $2.0 million increase in interest income and a $80 thousand decrease in interest expense.
Our net interest margin increased 27 basis points to 4.50% for the three months ended September 30, 2021 from 4.23% for the three months ended September 30, 2020.
Interest Income. Interest income increased $2.0 million, or 21.0%, to $11.5 million for the three months ended September 30, 2021 from $9.5 million for the three months ended September 30, 2020 and was attributable to an increase in loan, reverse repurchase interest income, and interest income on securities, offset by a decrease in interest earning cash and other.
Loan interest income increased $1.8 million, or 19.8%, to $10.7 million for the three months ended September 30, 2021 from $8.9 million for the three months ended September 30, 2020. This increase was attributable to a $130.0 million, or 21.4%, increase in the average loan balance primarily from our litigation-related and multifamily portfolios offset by a 9 basis point decrease in loan yields. The decrease in loan yields is due to the historically low interest rate
environment caused by the pandemic and its effects on the overall economy. The impact of the decline in loan yields on interest income was partially offset by an 8 basis point decrease in rates on interest bearing deposits as part of the Company’s overall asset/liability management strategy.
Securities interest income increased $89 thousand, or 18.0%, to $583 thousand for the three months ended September 30, 2021 from $494 thousand for the three months ended September 30, 2020. This increase was attributable to a $24.6 million, or 21.7%, increase in average securities balances, offset by a 6 basis point decrease in yields, driven by accelerated prepayments due to the current interest rate environment.
Securities purchased under agreements to resell income was $150 thousand for the three months ended September 30, 2021. We invested excess deposit funds in reverse repurchase agreements in the fourth quarter of 2020.
Interest earning cash and other interest income decreased $15 thousand, or 22.7%, to $51 thousand for the three months ended September 30, 2021 from $66 thousand for the three months ended September 30, 2020.
Interest Expense. Interest expense decreased $80 thousand, or 27.7%, to $209 thousand for the three months ended September 30, 2021 from $289 thousand for the three months ended September 30, 2020, primarily attributable to rate reductions on deposits. The blended interest rate we paid on interest bearing deposits decreased 8 basis points to 0.18% for the three months ended September 30, 2021 from 0.26% for the three months ended September 30, 2020. Our average balance of interest bearing deposits increased $16.5 million, or 3.7%, to $464.8 million for the three months ended September 30, 2021 from $448.3 million for the three months ended September 30, 2020 attributable primarily to our litigation and small business depository relationships, offset by certificate of deposit maturities.
Provision for Loan Losses. Our provision for loan losses was $3.8 million for the three months ended September 30, 2021 compared to $900 thousand for the three months ended September 30, 2020. The third quarter 2021 provision for loan losses was driven by the reclassification of the legacy NFL consumer post settlement loan portfolio from held for investment to held for sale, which resulted in a $9.0 million charge-off of which $3.0 million was recognized as a component of the third quarter’s provision for loan losses.
Noninterest Income. Noninterest income information is as follows:
Change
3,552
1,469
41.4
169
37
21.9
(41)
(100.0)
(33.6)
NA
1,040
26.8
Payment processing income increased due to the continued expansion of our sales channels through ISOs, the increased number of merchants, payment processing volume increases and fee allocation arrangements, as well as the reopening of the economy as the pandemic restrictions continued to ease nationally. Quarterly volumes increased $2.0 billion, or 47.6%, to $6.2 billion, as compared to the third quarter of 2020. Customer related fees and service charges have decreased due to decreases in administrative service income on off-balance sheet funds, which is impacted by the volume of off-balance sheet funds, the duration of these funds and short-term interest rates. Off-balance sheet sweep funds totaled $443.9 million at September 30, 2021, demonstrating the continued strength of our branchless core business model. Upon reclassification of the NFL consumer post settlement loan portfolio, the Company incurred an unrealized loss of $384 thousand.
Noninterest Expense. Noninterest expense information is as follows:
Noninterest expense
1,151
26.3
13.2
(72)
(8.5)
16.8
118
69.0
72
218.2
205
26.6
151
39.5
1,722
23.6
Employee compensation and benefits costs increased due to increases in staffing of 16% to support our investment in digital platforms and related sales/marketing divisions, and the impact of salary and stock-based compensation increases. Data processing costs increased due to increased processing volume, primarily driven by our core banking platform, and additional costs related to our technology implementations. Other operating expenses increased due to hiring efforts to support our investment in digital platforms and related sales/marketing divisions as well as general increases in staffing to support our continued growth. Advertising, marketing, travel and business relations costs increased as we continued our digital marketing efforts and thought leadership in our national verticals. We have also re-engaged in our traditional high touch marketing and sales efforts at conferences and other in-person industry forums. Occupancy and equipment costs increased primarily due to amortization of our investments in internally developed software to support our new digital platform and additional office space to support our continued growth. Professional and consulting services costs decreased subsequent to our third quarter 2020 rebranding launch and from the transition of consultants to full time employees, partially offset by approximately $240 thousand in costs associated with the management of the NFL loan portfolio.
Income Tax Expense. We recorded an income tax expense of $932 thousand for the three months ended September 30, 2021, reflecting an effective tax rate of 27.0%, compared to $1.3 million, or 26.5%, for the three months ended September 30, 2020. This effective tax rate increase was driven by the continued expansion of our national litigation and merchant platforms as well as certain non-deductible compensation expenses.
Comparison of Operating Results for the Nine Months Ended September 30, 2021 and 2020
General. Net income increased $2.5 million, or 28.1%, to $11.2 million for the nine months ended September 30, 2021 from $8.7 million for the nine months ended September 30, 2020. The increase resulted from a $5.9 million increase in noninterest income and a $4.4 million increase in net interest income, partially offset by an increase in noninterest expense of $5.4 million.
Net Interest Income. Net interest income increased $4.4 million, or 16.1%, to $32.0 million for the nine months ended September 30, 2021 from $27.6 million for the nine months ended September 30, 2020, due to a $4.1 million increase in interest income and a $381 thousand decrease in interest expense.
Our net interest margin increased 4 basis points to 4.50% for the nine months ended September 30, 2021 from 4.46% for the nine months ended September 30, 2020. The increase in net interest margin was due to the stability of our interest earning asset yields and a decline of 11 basis points on our cost of interest bearing deposits.
Interest Income. Interest income increased $4.1 million, or 14.2%, to $32.6 million for the nine months ended September 30, 2021 from $28.5 million for the nine months ended September 30, 2020 and was attributable to an
35
increase in loan and reverse repurchase interest income offset by a decrease in interest income on securities and interest earning cash and other.
Loan interest income increased $4.4 million, or 16.7%, to $30.4 million for the nine months ended September 30, 2021 from $26.1 million for the nine months ended September 30, 2020. This increase was attributable to a $118.3 million, or 20.1%, increase in the average loan balance primarily from our litigation-related and multifamily portfolios offset by a 17 basis point decrease in loan yields. The decrease in loan yields is due to the historically low interest rate environment caused by the pandemic and its effects on the overall economy. The impact of the decline in loan yields on interest income was partially offset by a 11 basis point decrease in rates on interest bearing deposits as part of the Company’s overall asset/liability management strategy.
Securities interest income decreased $544 thousand, or 25.5%, to $1.6 million for the nine months ended September 30, 2021 from $2.1 million for the nine months ended September 30, 2020. This decrease was attributable to a 57 basis point decrease in yields, driven by accelerated prepayments due to the current interest rate environment.
Securities purchased under agreements to resell income was $470 thousand for the nine months ended September 30, 2021. We invested excess deposit funds in reverse repurchase agreements in the fourth quarter of 2020.
Interest earning cash and other interest income decreased $214 thousand, or 61.5%, to $134 thousand for the nine months ended September 30, 2021 from $348 thousand for the nine months ended September 30, 2020. This decrease was attributable to a 15 basis point decrease in yields driven by the current interest rate environment and a $44.9 million, or 41.5%, decrease in average cash balance primarily due to deployment of excess funds into higher yielding reverse repurchase agreements.
Interest Expense. Interest expense decreased $381 thousand, or 39.0%, to $597 thousand for the nine months ended September 30, 2021 from $978 thousand for the nine months ended September 30, 2020, primarily attributable to rate reductions on deposits. The blended interest rate we paid on interest bearing deposits decreased 11 basis points to 0.18% for the nine months ended September 30, 2021 from 0.29% for the nine months ended September 30, 2020. Our average balance of interest bearing deposits decreased $9.8 million, or 2.2%, to $435.6 million for the nine months ended September 30, 2021 from $445.3 million for the nine months ended September 30, 2020 attributable primarily to decreases in time deposits as a result of certificate of deposit maturities.
Provision for Loan Losses. Our provision for loan losses was $6.4 million for the nine months ended September 30, 2021 compared to $4.7 million for the nine months ended September 30, 2020. The provision for loan losses was driven by the reclassification of the legacy NFL consumer post settlement loan portfolio from held for investment to held for sale, which resulted in a $9.0 million charge-off of which $3.0 million was recognized as a component of the third quarter’s provision for loan losses. The remaining provision for the nine months ended September 30, 2021 relates to an increase in the general reserve attributable to loan growth.
36
6,316
70.0
20.8
(111)
(79.3)
(9.9)
5,897
59.2
Payment processing income increased due to the continued expansion of our sales channels through ISOs, the increased number of merchants, payment processing volume increases and fee allocation arrangements as well as the reopening of the economy. Quarterly volumes increased $7.0 billion, or 67.3%, to $17.4 billion, as compared to the nine months ended 2020. Customer related fees and service charges have decreased due to decreases in administrative service income on off-balance sheet funds, which is impacted by the volume of off-balance sheet funds, the duration of these funds and short-term interest rates. Off-balance sheet sweep funds totaled $443.9 million at September 30, 2021, demonstrating the continued strength of our branchless core business model. Upon reclassification of the NFL consumer post settlement loan portfolio, the Company incurred an unrealized loss of $384 thousand.
3,741
30.1
369
21.3
(30)
(1.3)
14.3
647
223.9
39
22.5
462
20.3
8.5
5,383
25.7
Employee compensation and benefits costs increased due to a 16% increase in staffing to support our investment in digital platforms and related sales/marketing divisions, and the impact of salary and stock-based compensation increases. Advertising and marketing costs increased as we continued our new digital marketing efforts and thought leadership in our national verticals. We also re-engaged in our traditional high touch marketing and sales efforts at conferences and other in-person industry forums. Data processing costs increased due to increased processing volume, primarily driven by our core banking platform, and additional costs related to our technology implementations. Occupancy and equipment costs increased primarily due to amortization of our investments in internally developed software to support our new digital platform, precautionary office cleaning costs related to COVID-19 and additional office space to support our continued growth.
Income Tax Expense. We recorded an income tax expense of $4.0 million for the nine months ended September 30, 2021, reflecting an effective tax rate of 26.1%, compared to $3.2 million, or 26.5%, for the nine months ended September 30, 2020. The decrease in tax rate was due to certain discrete tax benefits related to shared based compensation.
Management of Market Risk
General. The principal objective of our 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 of our Bank has oversight of our asset and liability management function, which is managed by our Asset/Liability Management Committee. Our Asset/Liability Management Committee meets regularly to review, among other things, the sensitivity of our assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.
As a financial institution, our 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 of our 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.
We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Net Interest Income Simulation. We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows.
The following table presents the estimated changes in net interest income of Esquire Bank, National Association, calculated on a bank-only basis, which would result from changes in market interest rates over a twelve-month period.
Estimated
Changes in
12-Months
Interest Rates
Net Interest
(Basis Points)
400
66,433
19,307
300
61,333
14,207
200
56,306
9,180
100
51,652
4,526
0
47,126
-100
44,779
(2,347)
-200
43,347
(3,779)
Economic Value of Equity Simulation. We also analyze our sensitivity to changes in interest rates through an economic value of equity (“EVE”) model. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. EVE attempts to quantify our economic value using a discounted cash flow methodology. We estimate what our EVE would be as of a specific date. We then calculate what EVE would be as of the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate
38
EVE under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates, and under the assumption that interest rates decrease 100 and 200 basis points from current market rates.
The following table presents the estimated changes in EVE of Esquire Bank, National Association, calculated on a bank-only basis that would result from changes in market interest rates at September 30, 2021.
Economic
Value of
Equity
204,533
58,050
191,738
45,255
178,051
31,568
163,132
16,649
146,483
120,168
(26,315)
103,634
(42,849)
Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.
Liquidity and Capital Resources
Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest earning deposits and short- and intermediate-term securities.
Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2021, cash and cash equivalents totaled $138.2 million.
At September 30, 2021, through pledging of our securities and certain loans, we had the ability to borrow a total of $133.8 million from the Federal Home Loan Bank of New York and had an available line of credit with the Federal Reserve Bank of New York discount window of $27.5 million. At September 30, 2021, we also had $67.5 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. No amounts were outstanding on any of the aforementioned lines of credit at September 30, 2021.
We have no material commitments or demands that are likely to affect our liquidity other than set forth below. In the event loan demand were to increase faster than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the Federal Home Loan Bank of New York or obtain additional funds through brokered certificates of deposit.
Esquire Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation. At September 30, 2021,
Esquire Bank exceeded all applicable regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines.
We manage our capital to comply with our internal planning targets and regulatory capital standards administered by the OCC. We review capital levels on a monthly basis.
The following table presents our capital ratios as of the indicated dates for Esquire Bank.
For Capital Adequacy
Purposes
Minimum Capital with
Actual
“Well Capitalized”
Conservation Buffer
At September 30, 2021
Total Risk-based Capital Ratio
Bank
10.00
10.50
15.90
Tier 1 Risk-based Capital Ratio
8.00
8.50
14.79
Common Equity Tier 1 Capital Ratio
6.50
7.00
Tier 1 Leverage Ratio
5.00
4.00
11.32
Effective January 1, 2020, the federal banking agencies adopted a rule to establish for institutions with assets of less than $10 billion that meet other specified criteria a “community bank leverage ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) of 9% that such institutions may elect to utilize in lieu of the generally applicable leverage and risk-based capital requirements noted above. A “qualifying community bank” with capital exceeding 9% will be considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized”. The CARES Act and implementing rules temporarily reduced the community bank leverage ratio to 8%, to be gradually increased back to 9% by 2022. The CARES Act also provides that, during the same time period, if a qualifying community banking organization falls no more than 1% below the community bank leverage ratio, it will have a two-quarter grace period to satisfy the community bank leverage ratio. For the current period, Esquire Bank has elected to continue to utilize the generally applicable leverage and risk based requirements and not apply the community bank leverage ratio.
Off-Balance Sheet Arrangements
We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our 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. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included in Item 2 of this quarterly report under “Management of Market Risk.”
Item 4.Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2021. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.
During the quarter ended September 30, 2021, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Periodically, we are involved in claims and lawsuits, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. At September 30, 2021, we are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes to our risk factors as disclosed in the Company’s Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information regarding repurchases of our common stock during the quarter ended September 30, 2021 and the stock repurchase program approved by our Board of Directors.
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Maximum number of shares that may yet be purchased under the plans or programs (1)
July 1, 2021 through July 31, 2021
265,694
August 1, 2021 through August 31, 2021
September 1, 2021 through September 30, 2021
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6.Exhibits
Exhibit
Number
Description
3.1
Articles of Incorporation of Esquire Financial Holdings, Inc. (1)
Amended and Restated Bylaws of Esquire Financial Holdings, Inc. (2)
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Written Statement of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.0
The following materials for the quarter ended September 30, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive Income, (iv) Statements of Cash Flows, and (v) Notes to Financial Statements.
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 Document
101.CAL
XBRL Taxonomy Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Label Linkbase Document
101.PRE
XBRL Taxonomy Presentation Linkbase Document
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 10, 2021
/s/ Andrew C. Sagliocca
Andrew C. Sagliocca
President and Chief Executive Officer
/s/ Michael Lacapria
Michael Lacapria
Senior Vice President and Chief Financial Officer