Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
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 August 1, 2025, there were 8,538,558 outstanding shares of the issuer’s common stock.
Form 10-Q
Page
PART I. FINANCIAL INFORMATION
3
Item 1.
Financial Statements (unaudited)
Consolidated Statements of Financial Condition
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Changes in Stockholders’ Equity
6
Consolidated Statements of Cash Flows
7
Notes to Interim Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
47
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
48
Item 6.
Exhibits
SIGNATURES
49
2
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
ESQUIRE FINANCIAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)
(Unaudited)
June 30,
December 31,
2025
2024
Assets:
Cash and cash equivalents
$
162,973
126,329
Securities available-for-sale, at fair value
257,375
241,746
Securities held-to-maturity, at cost (fair value of $58,503 and $60,931, at June 30, 2025 and December 31, 2024, respectively)
64,470
68,660
Securities, restricted, at cost
3,173
3,034
Loans held for investment
1,494,599
1,397,021
Less: allowance for credit losses
(19,407)
(20,979)
Loans, net of allowance
1,475,192
1,376,042
Premises and equipment, net
4,228
2,436
Accrued interest receivable
11,091
10,124
Other assets
81,475
64,132
Total assets
2,059,977
1,892,503
Liabilities:
Deposits:
Demand
567,156
497,958
Savings, NOW and money market
1,209,066
1,130,174
Time
6,106
14,104
Total deposits
1,782,328
1,642,236
Accrued expenses and other liabilities
14,093
13,173
Total liabilities
1,796,421
1,655,409
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; 8,618,457 and 8,473,651 shares issued, respectively; and 8,499,559 and 8,354,753 shares outstanding, respectively
86
85
Additional paid-in capital
106,811
104,052
Retained earnings
173,266
152,932
Accumulated other comprehensive loss
(10,919)
(14,287)
Treasury stock at cost (118,898 and 118,898 shares, respectively)
(5,688)
Total stockholders’ equity
263,556
237,094
Total liabilities and stockholders’ equity
See accompanying notes to interim consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended June 30,
Six Months Ended June 30,
Interest income:
28,762
24,216
55,572
47,605
Securities, includes restricted stock
3,127
2,023
6,169
3,628
Interest earning cash and other
1,647
1,146
3,308
2,225
Total interest income
33,536
27,385
65,049
53,458
Interest expense:
Savings, NOW and money market deposits
4,225
2,932
8,009
6,030
Time deposits
56
130
175
241
Borrowings
1
Total interest expense
4,282
3,063
8,186
6,273
Net interest income
29,254
24,322
56,863
47,185
Provision for credit losses
3,525
1,000
5,025
2,000
Net interest income after provision for credit losses
25,729
23,322
51,838
45,185
Noninterest income:
Payment processing fees
5,107
5,322
10,019
10,618
Administrative service income
643
620
1,523
1,366
Customer related fees, service charges and other
827
333
1,186
680
Total noninterest income
6,577
6,275
12,728
12,664
Noninterest expense:
Employee compensation and benefits
10,216
9,525
20,281
18,686
Occupancy and equipment
1,168
1,156
2,300
2,083
Professional and consulting services
1,291
857
2,555
1,808
FDIC and regulatory assessments
293
233
563
455
Advertising and marketing
811
881
1,662
1,753
Travel and business relations
303
180
609
458
Data processing
2,060
1,722
3,980
3,233
Other operating expenses
920
678
1,860
1,324
Total noninterest expense
17,062
15,232
33,810
29,800
Net income before income taxes
15,244
14,365
30,756
28,049
Income tax expense
3,354
3,878
7,459
7,504
Net income
11,890
10,487
23,297
20,545
Earnings per share
Basic
1.48
1.34
2.91
2.64
Diluted
1.38
1.25
2.70
2.45
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Other comprehensive income (loss):
Unrealized gains (losses) arising during the period on securities available-for-sale
1,039
176
4,849
(1,388)
Tax effect
(275)
(48)
(1,481)
382
Total other comprehensive income (loss)
764
128
3,368
(1,006)
Total comprehensive income
12,654
10,615
26,665
19,539
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Additional
other
Total
Preferred
Common
paid-in
Retained
comprehensive
Treasury
stockholders'
shares
stock
capital
earnings
loss
equity
Balance at April 1, 2025
8,431,774
105,150
162,860
(11,683)
250,724
Other comprehensive income
Exercise of stock options, net of repurchases (4,132 shares)
51,633
470
471
Restricted stock grants
16,152
Stock compensation expense
1,191
Cash dividends declared to common stockholders ($0.175 per share)
(1,484)
Balance at June 30, 2025
8,499,559
Balance at April 1, 2024
8,292,789
84
100,853
123,077
(14,369)
(2,567)
207,078
Exercise of stock options, net of repurchases (257 shares)
159
962
Cash dividends declared to common stockholders ($0.15 per share)
(1,244)
Balance at June 30, 2024
8,292,948
101,815
132,320
(14,241)
217,411
Balance at January 1, 2025
8,354,753
Exercise of stock options, net of repurchases (16,027 shares)
109,180
479
480
35,626
2,280
Cash dividends declared to common stockholders ($0.35 per share)
(2,963)
Balance at January 1, 2024
8,287,848
99,713
114,261
(13,235)
(2,268)
198,555
Other comprehensive loss
11,159
173
1,929
Cash dividends declared to common stockholders ($0.30 per share)
(2,486)
Shares received related to tax withholding
(6,059)
(299)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
524
370
Gain on equity investment
(432)
Net amortization (accretion):
Securities
248
164
Loans
(53)
(247)
Right of use asset
373
279
Software
927
1,044
Changes in other assets and liabilities:
(967)
(40)
(5,687)
(6,305)
Operating lease liability
(443)
(352)
1,205
608
Net cash provided by operating activities
26,297
19,995
Cash flows from investing activities:
Net change in loans
(117,467)
(53,512)
Purchases of securities available-for-sale
(31,069)
(65,183)
Principal repayments on securities available-for-sale
20,090
8,972
Principal repayments on securities held-to-maturity
4,140
3,891
Purchases of securities, restricted
(139)
(106)
Proceeds from equity investment
1,232
1,467
Purchase of equity investment
(700)
(3,524)
Purchases of premises and equipment
(2,316)
(577)
Development of capitalized software
(1,191)
(1,013)
Net cash used in investing activities
(127,420)
(109,585)
Cash flows from financing activities:
Net increase in deposits
140,092
79,594
Decrease in borrowings
(1)
Exercise of stock options, net of repurchases
Tax withholding payments for vested equity awards
Cash dividends paid to common stockholders
(2,804)
(2,353)
Net cash provided by financing activities
137,767
77,114
Increase (decrease) in cash and cash equivalents
36,644
(12,476)
Cash and cash equivalents at beginning of the period
165,209
Cash and cash equivalents at end of the period
152,733
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
6,278
Taxes
9,976
8,932
Noncash transactions:
Dividends declared but not paid
133
Exchange of noncash instruments
(300)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The Interim Consolidated Financial Statements including 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 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, 2024 and 2023. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other period.
Subsequent Events
The Company has evaluated events for recognition and disclosure through the date of issuance.
Investment in Variable Interest Entities
During 2022, the Company sold its legacy National Football League (“NFL”) consumer post-settlement loan portfolio to a variable interest entity (“VIE”) in exchange for a nonvoting interest valued at $13.5 million where the Company remained as servicer of the loan portfolio at the discretion of the VIE manager. Gains or losses on this investment are the result of changes in projected cash flows from the VIE’s loan portfolio based on expected claim settlements and the Company’s exposure is limited to its investment. For the three and six months ended June 30, 2025, the Company did not recognize an equity method gain or loss on its investment. The Company recognized an equity method loss of approximately $500 thousand on its investment for the three and six months ended June 30, 2024. As of June 30, 2025, the investment’s carrying amount was $9.0 million with a remaining life of 3.8 years, and a carrying amount of $9.4 million as of December 31, 2024.
During 2024, the Company closed on an investment in United Payment Systems, LLC (doing business as Payzli) in exchange for a 24.99% ownership interest. Payzli is an end-to-end payment technology company that acts as a single source for payment services, business management software, web enablement and mobile solutions. For the three and six months ended June 30, 2025 and 2024, the Company did not recognize an equity method gain or loss on its investment. The investment’s carrying amount was $4.8 million and $4.1 million as of June 30, 2025 and December 31, 2024, respectively and there are no remaining unfunded commitments as of June 30, 2025. The Company funded $250 thousand and $0 for the three months ended June 30, 2025 and June 30, 2024, respectively. The Company funded $700 thousand and $3.5 million for the six months ended June 30, 2025 and June 30, 2024, respectively.
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.
Summary of Significant Accounting Policies
Please see "Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" for a discussion of areas in the accompanying unaudited Consolidated Financial Statements utilizing significant estimates.
Impact of Issued but Not Yet Effective Accounting Standards
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, intended to enhance the transparency of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. Specifically, the amendments in this ASU require disclosure of: (i) a tabular reconciliation, using both percentages and reporting currency amounts, with prescribed categories that are required to be disclosed, and the separate disclosure and disaggregation of prescribed reconciling items with an effect equal to 5% or more of the amount determined by multiplying pretax income from continuing operations by the applicable statutory rate; (ii) a qualitative description of the states and local jurisdictions that make up the majority (greater than 50%) of the effect of the state and local income taxes; and (iii) amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions that comprise 5% or more of total income taxes paid, net of refunds received. The ASU also includes other amendments to improve the effectiveness of income tax disclosures. The transition method is prospective with retrospective method permitted. The new disclosure requirements are effective for the Company for the annual reporting period ended December 31, 2025 which will be reflected on the annual Consolidated Financial Statements.
9
NOTE 2 — Debt Securities
The following tables summarize the major categories of securities as of the dates indicated:
June 30, 2025
Gross
Amortized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency
100,724
(14,051)
86,720
Collateralized mortgage obligations ("CMOs") – agency
171,507
985
(1,837)
170,655
Total available-for-sale
272,231
1,032
(15,888)
Unrecognized
Securities held-to-maturity:
CMOs – agency
16
(5,983)
58,503
Total held-to-maturity
December 31, 2024
103,009
(17,057)
85,952
158,442
271
(2,919)
155,794
261,451
(19,976)
(7,729)
60,931
Mortgage-backed securities included 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 six months ended June 30, 2025 and 2024.
At June 30, 2025, securities having a fair value of $264.3 million were pledged to the Federal Home Loan Bank of New York (“FHLB”) for borrowing capacity totaling $247.5 million. At December 31, 2024, securities having a fair value of $249.6 million were pledged to the FHLB for borrowing capacity totaling $232.3 million. At June 30, 2025 and December 31, 2024, the Company had no outstanding FHLB advances.
10
At June 30, 2025, securities having a fair value of $51.5 million were pledged to the Federal Reserve Bank of New York (“FRB”) for borrowing capacity totaling $49.8 million. At December 31, 2024, securities having a fair value of $53.0 million were pledged to the FRB for borrowing capacity totaling $51.4 million. At June 30, 2025 and December 31, 2024, the Company had no outstanding FRB borrowings.
The following table provides the gross unrealized and unrecognized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized or unrecognized loss position:
Less Than 12 Months
12 Months or Longer
FairValue
GrossUnrealizedLosses
2,942
(17)
74,934
(14,034)
77,876
19,642
(189)
9,919
(1,648)
29,561
22,584
(206)
84,853
(15,682)
107,437
GrossUnrecognizedLosses
54,663
6,341
(84)
79,610
(16,973)
85,951
94,642
(998)
10,729
(1,921)
105,371
100,983
(1,082)
90,339
(18,894)
191,322
56,523
Management evaluates securities available-for-sale in unrealized loss positions to determine whether the impairment is due to credit-related factors. 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 impaired at June 30, 2025.
11
As of June 30, 2025 and December 31, 2024, none of the Company’s available-for-sale securities were in an unrealized loss position due to credit, and therefore no allowance for credit losses on available-for-sale securities was required. Additionally, there was no allowance for credit losses on securities held-to-maturity due to the high credit quality composition consisting of issuances from government sponsored agencies as of June 30, 2025 and December 31, 2024.
Accrued interest receivable on securities totaling $1.1 million at June 30, 2025 and $1.1 million at December 31, 2024, was included in Accrued interest receivable in the Consolidated Statements of Financial Condition and excluded from amortized cost and estimated fair value in the tables above.
NOTE 3 — Loans
The composition of loans by class is summarized as follows:
Real estate:
Multifamily
366,439
355,165
Commercial real estate
91,166
87,038
1 – 4 family
10,093
14,665
Total real estate
467,698
456,868
Commercial
1,007,827
920,567
Consumer
18,584
19,339
Total loans held for investment
1,494,109
1,396,774
Deferred fees and unearned premiums, net
490
247
Allowance for credit losses
Loans held for investment, net
The following tables present the activity in the allowance for credit losses by class for the three months ending June 30, 2025 and June 30, 2024:
Real Estate
1‑4 Family
Allowance for credit losses:
Beginning balance
4,207
663
45
13,828
718
19,461
Provision (credit) for credit losses
1,114
18
(8)
2,332
69
Recoveries
Loans charged-off
(308)
(3,250)
(27)
(3,585)
Total ending allowance balance
5,013
681
37
12,910
766
19,407
June 30, 2024
3,311
791
61
12,631
729
17,523
92
(47)
(6)
904
57
(7)
3,403
744
55
13,535
784
18,521
12
The following tables present the activity in the allowance for credit losses by class for the six months ending June 30, 2025 and June 30, 2024:
5,116
691
52
14,283
837
20,979
3,145
(10)
64
1,877
(51)
25
(3,248)
(79)
(45)
(6,622)
3,236
823
58
12,056
16,631
167
(3)
1,479
436
24
(134)
As of June 30, 2025, there was one collateral dependent multifamily loan secured by real estate totaling $8.0 million and one collateral dependent commercial loan secured by business assets totaling $736 thousand, with no associated specific reserve for either loan on the Consolidated Statements of Financial Condition. As of December 31, 2024, there was one collateral dependent multifamily loan secured by real estate totaling $10.9 million, with no associated specific reserve on the Consolidated Statements of Financial Condition.
The following tables present the aging of the past due loans measured at amortized cost, excluding deferred fees and unearned premiums, net, due to immateriality, by class of loans as of June 30, 2025 and December 31, 2024:
Total Past
30-59
60-89
90 Days
Due &
Days
or More
Nonaccrual
Loans Not
Past Due
8,000
358,439
736
1,007,091
124
18,460
8,736
8,860
1,485,249
10,940
344,225
920,565
10,942
1,385,832
13
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.
14
The following is a summary of the credit risk profile of loans, measured at amortized cost, by internally assigned grade as of the periods indicated, the years represent the year of originations for non-revolving loans:
2023
2022
2021
2020 and Prior
Revolving
Revolving-Term
Multifamily:
Pass
23,485
26,514
104,810
26,379
100,107
71,192
352,487
Special Mention
6,098
Substandard
Doubtful
31,485
106,205
366,585
Current period gross charge-offs
3,248
Commercial real estate:
5,195
1,818
2,920
57,090
10,188
13,924
91,135
1-4 family:
1,803
8,297
10,100
79
Commercial:
51,049
41,729
27,708
11,253
2,656
462
853,757
3,137
991,751
2,925
3,538
9,239
15,702
44,654
14,791
863,732
1,008,189
3,250(1)
Consumer:
1,015
1,623
3,320
1,427
1,028
7,030
2,953
18,396
194
1,222
18,590
Total:
80,744
71,684
138,758
97,952
112,951
94,903
860,787
6,090
1,463,869
21,994
Total loans
88,744
74,609
101,490
119,049
95,097
870,762
Total current period gross charge-offs
3,327
6,622
15
2020
2019 and Prior
26,687
104,953
26,657
107,510
22,996
55,583
344,386
33,936
355,326
1,834
3,040
57,620
10,315
1,714
12,471
86,994
1,823
12,846
14,669
59,298
41,051
17,473
2,167
239
378
792,851
3,240
916,697
3,987
796,838
920,684
2,251
3,964
2,285
296
993
9,559
19,348
38
352
390
90,070
153,008
105,858
119,992
25,245
82,271
802,410
1,382,094
36,185
806,397
The Company considers the performance of the loan portfolio and its impact on the allowance for credit 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.
Loan Modifications to Borrowers Experiencing Financial Difficulty
During the three and six months ended June 30, 2025, the Company modified the terms of one $10.9 million multifamily loan which was restructured into two notes for $8.0 million and $2.9 million, respectively, with an extension resulting in an 18 month remaining term where the $2.9 million note was charged off and the $8.0 million note is at market terms.
During the three and six months ended June 30, 2024, the Company did not modify the terms of any loans or commitments to lend to borrowers experiencing financial difficulty in the form of an interest rate reduction, term extension, principal forgiveness, or other-than-significant payment delay.
The following tables present the amortized cost of the one multifamily loan experiencing financial difficulty that was modified during the second quarter of 2025. The percentage of the amortized cost basis of the loan as compared to the amortized cost basis of total multifamily loans is also presented below:
Three Months Ended
Class of
Term
Financing
Extension
Receivable
0.7
%
The Company closely monitors the performance of modified loans to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of the loan that was modified in the last twelve months:
Current
17
The Company has not committed to lend any additional amounts to the borrower of the one multifamily loan experiencing financial difficulty.
Pledged Loans
At June 30, 2025, loans totaling $310.4 million were pledged to the FHLB for borrowing capacity totaling $208.7 million. At December 31, 2024, loans totaling $297.8 million were pledged to the FHLB for borrowing capacity totaling $199.4 million.
NOTE 4 — Noninterest Income
The majority of the Company’s revenue-generating transactions are not subject to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, including revenue generated from financial instruments, such as loans, letters of credit, and investment securities. Descriptions of revenue-generating activities that are within the scope of ASC 606, and are presented in the Consolidated Statements of Income as components of noninterest income, are as follows:
Payment processing fees:
Payment processing income
4,950
5,140
9,700
10,240
ACH income
157
182
319
Total payment processing fees
Customer related fees, service charges and other:
Gain on equity investment (1)
432
Other
395
754
Total customer related fees, service charges and other
1,470
953
2,709
2,046
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.
NOTE 5 — Share-Based Payment Plans
The Company issues incentive and non-statutory stock options, restricted stock awards (“RSAs”), and performance restricted stock units (“PSUs”) 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).
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.
Restricted shares are granted at the fair value on the date of grant and vest over three to six years with a third vesting at each of the last three anniversary dates. Restricted shares have the same voting rights as common stock and nonvested restricted shareholders do not have rights to the accrued dividends until vested.
Share payouts of PSUs will be earned based on the Company’s performance with respect to two equally weighted metrics, return on average assets and diluted EPS growth. Performance is measured against pre-established financial targets over a two-year performance period and will cliff vest on the three-year anniversary from the date of grant. Compensation expense on PSUs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout.
19
There were no stock options granted during the three and six months ended June 30, 2025 and 2024.
The following table presents a summary of the activity related to options for the six months ended June 30, 2025:
Six Months Ended June 30, 2025
Weighted
Average
Remaining
Exercise
Contractual
Options
Price
Life (Years)
Outstanding at beginning of year
559,308
24.72
Granted
Exercised
(125,207)
14.52
Forfeited
(734)
63.08
Expired
Outstanding at period end
433,367
27.60
4.30
Vested or expected to vest
Exercisable at period end
359,178
21.30
3.41
The Company recognized compensation expense related to options of $184 thousand and $188 thousand for the three months ended June 30, 2025 and 2024, respectively. The Company recognized compensation expense related to options of $369 thousand and $368 thousand for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to nonvested options was approximately $1.1 million and is expected to be recognized over a weighted average period of 1.92 years. The intrinsic value for outstanding options, net of expected forfeitures was $29.1 million at June 30, 2025. The intrinsic value for exercisable options was $26.3 million at June 30, 2025.
Information related to stock option exercises during each period is as follows:
Intrinsic value of options exercised
3,849
8,625
377
Cash received from option exercises
Excess tax benefit from option exercises
916
1,147
The following table presents a summary of the activity related to restricted stock for the six months ended June 30, 2025:
Weighted Average
Grant Date
Shares
Fair Value
414,114
37.87
89.90
Vested
449,740
42.00
The Company recognized compensation expense related to restricted stock of $869 thousand and $774 thousand for the three months ended June 30, 2025 and 2024, respectively. The Company recognized compensation expense related to restricted stock of $1.7 million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $12.3 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 3.72 years.
20
The following table presents a summary of the activity related to PSUs for the six months ended June 30, 2025:
Units
Expected aggregate share payout at beginning of year
19,474
85.32
Expected aggregate share payout at period end
Minimum aggregate share payout at period end
Maximum aggregate share payout at period end
29,211
The Company recognized compensation expense related to PSUs of $138 thousand for the three months ended June 30, 2025 and no PSU expense in the three months ended June 30, 2024. The Company recognized compensation expense related to PSUs of $218 thousand for the six months ended June 30, 2025 and no PSU expense in the six months ended June 30, 2024. As of June 30, 2025, there was $1.4 million of total unrecognized compensation cost related to nonvested PSUs based on the expected aggregate share payout to be recognized over a weighted-average period of 2.61 years.
NOTE 6 — Earnings per Share
The factors used in the earnings per share computation follow:
Basic:
Weighted average shares outstanding
8,029,541
7,798,441
8,009,382
7,792,664
Basic earnings per share
Diluted:
Weighted average shares outstanding for basic earnings per share
Add: Dilutive effects of share based awards
609,497
604,309
611,119
609,455
Weighted average shares and dilutive potential shares
8,639,038
8,402,750
8,620,501
8,402,119
Diluted earnings per share
Share-based awards totaling 43,852 and 63,326 shares of common stock were not considered in computing diluted earnings per common share for the three and six months ended June 30, 2025, respectively, because they were anti-dilutive. Share-based awards totaling 93,996 shares of common stock were not considered in computing diluted earnings per common share for the three and six months ended June 30, 2024, 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
21
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. The Company does not lease properties from any related parties.
As of June 30, 2025, right of use (“ROU”) lease assets and related lease liabilities were $2.8 million and $3.1 million, respectively. As of December 31, 2024, ROU lease assets and related lease liabilities were $3.2 million and $3.5 million, respectively. ROU assets are included within Other assets and related lease liabilities are included within Accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.
As of June 30, 2025, the Company was obligated under several non-cancelable leases for certain premises and equipment. The minimum annual rental commitments, exclusive of taxes and other charges, under non-cancelable lease agreements for premises at June 30, 2025, are summarized as follows:
Operating Lease
Liabilities
519
2026
988
2027
240
2028
2029
255
Thereafter
1,392
Total operating lease payments
3,642
Less: interest
588
Present value of operating lease liabilities
3,054
Weighted-average remaining lease term
6.62
years
2.42
Weighted-average discount rate
4.29
3.29
The components of total lease cost are as follows:
Operating lease cost
222
158
445
315
Short-term lease cost
30
59
Total lease cost
252
183
491
374
Cash paid for operating leases
287
220
562
447
22
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 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 For Identical Assets
SignificantOtherObservableInputs
SignificantUnobservableInputs
(Level 1)
(Level 2)
(Level 3)
Assets
Securities available-for-sale
There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2025 and 2024.
23
The following tables present the carrying amounts and fair values (represents exit price) of financial instruments not carried at fair value at June 30, 2025 and December 31, 2024:
Fair Value Measurement at June 30, 2025, Using:
Carrying
Financial Assets:
Securities, held-to-maturity
1,442,939
1,166
9,925
Financial Liabilities:
6,075
Demand and other deposits
1,776,222
Secured borrowings
41
Accrued interest payable
Fair Value Measurement at December 31, 2024, Using:
1,351,736
1,139
8,985
14,083
1,628,132
42
NOTE 9 — Accumulated Other Comprehensive Loss
The following presents changes in accumulated other comprehensive loss by component, net of tax, for the three and six months ended June 30, 2025 and 2024:
Unrealized Gains (Losses) on Securities Available-for-Sale
Other comprehensive income (loss), net of tax
Net current period other comprehensive income (loss)
Ending balance
There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024.
NOTE 10 — Subsequent Event
Subsequent to the balance sheet date, the Company executed a lease agreement for a new headquarters at 300 Jericho Quadrangle, Jericho, New York, adjacent to its current headquarters that is anticipated to commence in the fourth quarter of 2026. The 50,000 square-foot space spans two floors and will feature a private entrance as well as indoor space and 16,000 square feet of outdoor space for employees, clients, and Company events. The lease has a term of 12.5 years and annual contractual lease payments of approximately $1.7 million.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Management’s discussion and analysis of financial condition at June 30, 2025 and December 31, 2024 and results of operations for the three and six months ended June 30, 2025 and 2024 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 notes thereto appearing in Part I, Item 1, of this quarterly report on Form 10-Q and the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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,” “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:
27
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, 2024, 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.
Critical Accounting Estimates
A summary of our significant 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 Credit Losses on Loans Held for Investment. Management considers the accounting policy relating to the allowance for credit losses on loans held for investment to be a critical accounting policy given the inherent subjectivity and uncertainty in estimating the levels of the allowance required to cover credit losses in the portfolio and the material effect that such judgments can have on the results of operations. See Note 1 “Business and Summary of Significant Accounting Policies” in our Annual Report for discussion of our allowance for credit losses on loans held for investment policy.
The Company is required under the CECL Standard to estimate and record lifetime credit losses expected to be incurred on such financial instruments over the entire contractual term at the time they are recorded in the financial
28
statements, such as with the funding or purchasing of a loan, or a commitment to lend unless the commitment is unconditionally cancellable. Because this allowance methodology follows a forward-looking lifetime expected loss approach, it is not necessary for a loss event to have been incurred before a credit loss is recognized. The estimation process in determining an appropriate level for the allowance for credit losses requires consideration of past events, current conditions, and reasonable and supportable forecasts, and involves a significant degree of management judgment. The Company determines the allowance for credit losses using methods it believes are appropriate given the characteristics of each loan portfolio and applies these methods consistently over time.
The Company employs a static pool methodology for all loan segments. In a static pool approach, statistical information about a pool of loans originated during a specified period is tracked over its life (including losses, delinquencies, and prepayments). In general, this methodology operates by calculating a rate representing the current balance expected to not be collected for each pool. This loss rate is then applied against the current portfolio loans with similar characteristics of those established in the pool.
In accordance with the CECL Standard, the Company must estimate expected credit losses over the contractual term of a loan, adjusted for expected prepayments. In estimating the life of a loan, the Company cannot extend the contractual term of a loan for expected extensions, renewals, and modifications, unless there is a borrower-held extension or renewal option that is not unconditionally cancelable. In developing the estimate of expected credit losses, the Company must reflect information about past events, current conditions, and reasonable and supportable forecasts. This information should include what is reasonably available without undue cost and effort and may include information sourced internally, externally, or a combination of both.
The estimation of expected credit losses requires the use of forward-looking information that is both reasonable and supportable, including information that relates to economic forecasts and how those forecasts are expected to impact expected future losses. The Company incorporates reasonable and supportable forecasts as qualitative adjustments applied to the historical loss rates over the reasonable and supportable forecast period. The CECL Standard does not require a specific method for developing economic forecasts, nor does it require a specific timeframe over which a reasonable and supportable forecast should be employed in the Company’s CECL model. While the Company is not precluded from utilizing economic forecasts over the entire contractual term of a loan, the Company utilizes forecasts it believes are reasonable and supportable. The Company considers its methodologies to determine reasonable and supportable forecasts and reversion techniques to be accounting estimates rather than accounting policies or principles. For periods beyond which the Company is unable to determine a reasonable and supportable forecast, it will revert to unadjusted historical loss information in accordance with the CECL Standard. Management assesses the sensitivity of key assumptions by stressing the quantitative inputs utilized in its economic forecasts. This sensitivity analysis provides management with a hypothetical result to assess the sensitivity of our allowance for credit losses to a change in a key quantitative input.
Qualitative factors are used to supplement the static pool methodology to determine total estimated expected credit losses during a given period. Because the static pool methodology estimates losses based on historical loss information, management utilizes qualitative factors to measure expected credit losses which are not sufficiently captured within the static pool model during a given period.
On a quarterly basis, management determines the extent to which qualitative factors are used to bring the allowance for credit losses to a level deemed appropriate. These adjustments to the allowance for credit losses may be positive or negative to the quantitatively modeled results from the static pool methodology. Final qualitative adjustments to the allowance for credit losses are subject to management judgment.
The Company measures the allowance for credit losses on a collective basis by pooling loans according to similar risk characteristics. When a loan is deemed to no longer share risk characteristics similar to others in the portfolio, the Company evaluates such loans on an individual basis. Management may consider changes to a borrower’s circumstances impacting cash collections, delinquency and non-accrual status, probability of default, industry, or other facts and circumstances when determining whether a loan shares risk characteristics with other loans in a pool. For a loan that does not share risk characteristics with other loans in a pool and is not collateral dependent, expected credit loss is measured based on the discounted value of the expected future cash flows and the amortized cost of the loan. If an entity determines that foreclosure of the collateral is probable, the CECL Standard requires the entity to measure expected credit losses of
29
collateral dependent loans based on the difference between the current fair value of the collateral and the amortized cost basis of the financial asset. As of June 30, 2025, there was one collateral dependent multifamily loan secured by real estate totaling $8.0 million that was individually analyzed and one collateral dependent commercial loan secured by business assets totaling $736 thousand that was individually analyzed, with no associated specific reserve on either loan on the Consolidated Statements of Financial Condition.
When applying this critical accounting estimate, management’s inputs and estimates of the timing and amounts of future losses are subject to significant judgment as these projected cash flows rely upon factors that depend on current or expected future conditions. Management expects there to be differences between actual and estimated results.
Future changes to the allowance for credit losses may be necessary based on changes in economic, market, or other conditions. Changes to estimates could result in a material change in the allowance for credit losses and charges to provision for credit losses would materially decrease the Company’s net income. The Company’s loan portfolio may experience significant credit losses, which could have a material adverse effect on our operating results.
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 legal and small business communities on a national basis, as well as commercial and retail customers in the New York metropolitan market. We offer tailored products and solutions to the legal 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 (a subset of the New York metropolitan market).
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 provisions for credit losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of payment processing income, administrative service payment (“ASP”) fee income and customer related fees and charges. Noninterest expense currently consists primarily of employee compensation and benefits, data processing costs, occupancy and equipment costs 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.
The Company’s foundation for success has been our nationwide branchless litigation and payment processing verticals supported by our forward-thinking senior managers, outstanding client service teams, and inclusive corporate culture. The future of our success will be the ability to continue developing and embracing cutting-edge technology to significantly leverage these verticals, differentiating us from other technology enabled financial firms and creating the catalyst for industry leading growth and returns.
Litigation Market Commercial Banking. The litigation market has been and will continue to be a significant growth opportunity for our Company as we offer focused and tailored products and services to law firms nationally. U.S. tort actions alone are estimated to consume approximately 2.1% of U.S. GDP annually according to the U.S. Chamber of Commerce Institute for Legal Reform (“Tort Costs in America – An Empirical Analysis of Costs and Compensation of the U.S. Tort System”) published in November 2024 with a total addressable market (“TAM”) of $529 billion for 2022. We do not compete directly with non-bank finance companies, the primary funders in this market, and believe there are various and significant barriers to entry including, but not limited to, our clear industry track record for decades, extensive in-house experience, deep relationships with respected firms nationally, and unique products tailored to commercial law firms’ needs and wants.
We currently have lending clients in 32 states and our larger markets include California, New York and Texas. Our success is tied to our unique ability to couple traditional commercial underwriting with non-traditional asset-based underwriting. Our team understands law firms’ contingent case inventory valuation process (as well as traditional hourly billing firms). Typically, these inventories of claims for injured consumers or claimants have a duration of 2 to 3 years,
significantly longer than traditional accounts receivables or inventories of goods that can have a duration of 30 to 60 days or 120 days, respectively. These factors (the unique industry, contingent collateral, longer durations of the law firms’ inventories, atypical revenue streams of the law firms and more) coupled with the TAM create a unique and valuable opportunity for the Company with minimal incumbent competition. This unique risk profile translates approximately into a blended 9.5% variable rate asset yield on these commercial loans for the quarter ended June 30, 2025. More importantly, since our commercial banking platform is focused on full service relationship banking, for every $1.00 we advance on these loans we receive on average $1.43 of low-cost (our cost of funds for the quarter ended June 30, 2025 is 98 basis points) core operating and escrow deposits from these law firms through our branchless platform, fueling and funding additional growth in our other asset classes. Our extremely low historic delinquency rates and low charge-off rates clearly demonstrate our strong underwriting process and expertise in the litigation vertical. Our longer duration escrow or claimant trust settlement deposits represent accounts where the law firm is trustee for the claimant settlement funds and represent $944.4 million, or 53%, of total deposits at June 30, 2025. These law firm escrow accounts as well as other fiduciary deposit accounts are for the benefit of the law firm’s customers (or claimants) and are titled in a manner to ensure that the maximum amount of FDIC insurance coverage passes through the account to the beneficial owner of the funds held in the account. Therefore, these law firm escrow accounts carry FDIC insurance at the claimant settlement level, not at the deposit account level. Coupling these types of commercial relationships with our off-balance sheet commercial litigation funds of $373 million at June 30, 2025, makes this litigation vertical a highly desirable core low-cost funding platform fueling bank-wide growth.
Payment Processing. The payment processing (merchant acquiring) market will continue to be a growth opportunity for our company, as we offer focused and tailored products and services to small businesses nationally. The payment industry grew approximately 11% on a compound annual growth rate from 2020 to 2024 with payment volumes or TAM of $11.6 trillion according to company records on U.S. payment industry trends. Couple this with the fact that there are less than 100 acquiring financial institutions in the U.S., this vertical represents a growth opportunity for our Company. We believe there are various and significant barriers to entry to this market including, but not limited to, our industry track record, extensive in-house experience, strong relationships with non-bank acquirers, and our unique approach to servicing these small business merchants and their respective verticals. We use proprietary and industry leading technology to ensure card brand and regulatory compliance, support multiple processing platforms, manage daily risk across approximately 92,000 small business merchants in all 50 states, and perform commercial treasury clearing services for approximately $10 billion in credit and debit card processing volume across 153 million transactions in the quarter ended June 30, 2025.
Proprietary Technology. We are a digital first company utilizing best-in-class technology to fuel future growth with industry leading client retention rates. We have built a customized and fully integrated customer relationship management (“CRM”) platform, integrated into our digital marketing cloud and our nCino loan platform (all built on Salesforce for excellence in client service and operational efficiency) and invest in artificial intelligence (“AI”) to facilitate precision marketing and client acquisition across both national verticals with an initial focus on the litigation vertical.
The success of our national litigation and payment processing verticals coupled with our focus on branchless technology has led to industry leading performance. For the quarter ended June 30, 2025, we have produced industry leading returns including, but not limited to, an average return on assets and equity of 2.37% and 18.74%, respectively; industry leading net interest margin of 6.03%; strong efficiency ratio of 47.6%; and a diversified revenue stream as demonstrated by a strong net interest margin and stable fee income representing 17% of total revenue (our payment processing vertical has a compound annual growth rate of 14% since 2020). Coupling these performance metrics with strong balance sheet management including, but not limited to, loan portfolio diversification, an asset sensitive balance sheet with approximately 68% of our loans being variable rate and tied to prime, with interest rate floors in place on 90% of our variable rate loan portfolio, solid credit metrics, a stable low cost deposit base, and strong available liquidity of $1.04 billion, or 58% of deposits, with no outstanding borrowings, positions our Company for future growth and success.
Recent Developments. On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” (“The Act”) into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and development (“R&D”) expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. The Act also made certain changes to the deductibility of the cost
31
of meals and charitable contributions that are effective for tax years beginning after December 31, 2025. These changes were not reflected in the income tax provision for the three and six months ended June 30, 2025, as enactment occurred after the balance sheet date. The Company is currently evaluating the impact on future periods.
Comparison of Financial Condition at June 30, 2025 and December 31, 2024
Assets. Our total assets were $2.06 billion at June 30, 2025, an increase of $167.5 million, or 8.8%, from $1.89 billion at December 31, 2024, due to growth in loans held for investment of $97.6 million, or 7.0%, increases in cash and cash equivalents of $36.6 million, or 29.0%, and increases in securities available-for-sale of $15.6 million, or 6.5%.
Loan Portfolio Analysis. At June 30, 2025, loans, net of deferred fees and unearned premiums, were $1.49 billion, or 83.9% of total deposits, compared to $1.40 billion, or 85.1% of total deposits, at December 31, 2024. The growth in loans was primarily driven by net production in commercial loans and to a lesser extent, multifamily loans. Commercial loans increased $87.3 million, or 9.5%, to $1.01 billion at June 30, 2025 from $920.6 million at December 31, 2024. Multifamily loans increased $11.3 million, or 3.2%, to $366.4 million at June 30, 2025 from $355.2 million at December 31, 2024.
Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated:
Amount
Percent
24.5
25.4
6.1
6.2
1.1
31.3
32.7
67.5
65.9
1.2
1.4
100.0
Deferred loan fees and unearned premiums, net
The following table sets forth the composition of our held for investment Litigation-Related Loan portfolio by type of loan at the dates indicated:
Litigation-Related Loans:
Commercial Litigation-Related:
Working capital lines of credit
584,230
63.4
531,574
Case cost lines of credit
198,070
21.5
185,204
22.1
Term loans
136,124
14.8
119,061
14.2
Total Commercial Litigation-Related
918,424
99.7
835,839
Consumer Litigation-Related:
Post-settlement consumer loans
2,959
0.3
2,716
Total Consumer Litigation-Related
Total Litigation-Related Loans
921,383
838,555
32
At June 30, 2025, our Litigation-Related loans, which include commercial and consumer lending to attorneys, law firms and plaintiffs/claimants, totaled $921.4 million, or 61.5% of our total loan portfolio, compared to $838.6 million, or 60.0% of our total loan portfolio at December 31, 2024. We also had Commercial Litigation-Related committed and uncommitted undrawn lines of credit totaling $81.4 million and $748.8 million, respectively, at June 30, 2025.
Litigation-Related post-settlement consumer loans increased $243 thousand to $3.0 million as of June 30, 2025, from $2.7 million as of December 31, 2024.
Debt Securities Portfolio. Securities available-for-sale increased $15.6 million, or 6.5%, to $257.4 million at June 30, 2025 from $241.7 million at December 31, 2024, due to securities purchases of $31.1 million at current market interest rates and decreases in unrealized losses of $4.8 million, offset by securities paydowns of $20.1 million. Securities held-to-maturity decreased $4.2 million, or 6.1%, to $64.5 million at June 30, 2025 from $68.7 million at December 31, 2024, driven by paydowns of $4.1 million.
Funding. Total deposits increased $140.1 million, or 8.5%, to $1.78 billion at June 30, 2025 from $1.64 billion at December 31, 2024, primarily due to our focus on client acquisition and expansion/growth in our national litigation platform. Core deposits, which we define as total deposits excluding time deposits, totaled $1.78 billion at June 30, 2025, or 99.7% of total deposits, compared to $1.63 billion or 99.1% of total deposits at December 31, 2024. Litigation and payment processing deposits represent $1.49 billion, or 83.5%, of total deposits at June 30, 2025. Savings, NOW and money market deposits increased $78.9 million, or 7.0%, to $1.21 billion and noninterest bearing demand deposits increased $69.2 million, or 13.9%, to $567.2 million at June 30, 2025.
Core commercial relationship banking clients in our two national verticals represent approximately 75% of our $1.78 billion deposit base at June 30, 2025. These relationship banking clients are derived from coupling lending facilities, payment processing, and other unique custodial banking needs with commercial cash management depository services. Our deposit strategy primarily focuses on developing full service commercial banking relationships with our clients through commercial lending facilities, payment processing, and other unique commercial cash management services in our two national verticals, rather than competing with other institutions on rate. Our longer duration interest on lawyer trust accounts (“IOLTA”), escrow and settlement deposits represent $944.4 million, or 53.0%, of total deposits. As of June 30, 2025, uninsured deposits were $561.0 million, or 31%, of our total deposits of $1.78 billion, excluding $14.1 million of affiliate deposits held at the Bank. Approximately 75% of our uninsured deposits represent clients with full commercial relationship banking with us (commercial loans, payment processing, and other commercial service-oriented relationships) including, but not limited to, law firm operating accounts, law firm IOLTA/escrow accounts, merchant reserves, ISO reserves, ACH processing, and custodial accounts.
Due to the nature of our larger mass tort and class action settlements related to the litigation vertical, we participate in FDIC insured sweep programs as well as treasury secured money market funds. As of June 30, 2025, off-balance sheet sweep funds totaled approximately $373.1 million, of which approximately $349.7 million, or 93.7%, was available to be swept onto our balance sheet as reciprocal client relationship deposits. Our core low-cost deposit growth and off-balance sheet client funds continue to clearly demonstrate our highly efficient, full service commercial relationship and tech-enabled cash management platform.
At June 30, 2025, we had the ability to borrow, on a secured basis, up to $456.1 million from the Federal Home Loan Bank of New York and $49.8 million from the Federal Reserve Bank of New York discount window. At June 30, 2025, we also had $17.5 million in aggregate unsecured lines of credit with unaffiliated correspondent banks. No borrowing amounts were outstanding during the second quarter of 2025. Historically, we have not leveraged our balance sheet to generate earnings and have always utilized core client deposits to fund our asset growth and related earnings.
Stockholders’ Equity. Total stockholders’ equity increased $26.5 million to $263.6 million at June 30, 2025, from $237.1 million at December 31, 2024, primarily due to net income of $23.3 million and other comprehensive income of $3.4 million, as unrealized losses on our securities available-for-sale declined due to current short-term market interest rates, and amortization of share-based compensation of $2.3 million, partially offset by dividends declared to common stockholders of $3.0 million.
33
Asset Quality. Nonperforming assets totaled $8.7 million as of June 30, 2025, and consisted of one multifamily loan totaling $8.0 million and one commercial loan totaling $736 thousand. Nonperforming assets totaled $10.9 million as of December 31, 2024. We had no exposure to commercial office space, no construction loans, and $14.4 million in performing loans to the hospitality industry. The allowance for credit losses was $19.4 million, or 1.30% of total loans, as of June 30, 2025, as compared to $21.0 million, or 1.50% of total loans at December 31, 2024. During the current quarter, a $736 thousand commercial loan, net of a $3.3 million charge-off, was placed on nonaccrual and classified as substandard (previously reported as special mention in prior periods) due to further deterioration of its business performance. This commercial loan, made to a small business merchant, is uncorrelated to our primary commercial litigation lending platform and other commercial loans. Based on management’s evaluation of current credit risk in our loan portfolio (with a focus on multifamily and commercial loans) as well as increases in the general reserve considering loan growth, loan composition, and the current uncertain economic and short-term interest rate environment (including, but not limited to, its potential impact on the New York metro multifamily real estate market), management believes the allowance for credit losses is adequate at June 30, 2025.
At June 30, 2025, special mention and substandard loans totaled $22.0 million and $8.7 million, respectively, compared to $4.0 million and $10.9 million, respectively, as of December 31, 2024. The $18.0 million increase in special mention balances primarily relates to two law firm related commercial loans totaling $15.7 million and a $6.1 million multifamily loan (to the same sponsor as the $8.0 million nonaccrual substandard loan), offset by the aforementioned merchant related commercial loan totaling $736 thousand that migrated to nonaccrual/substandard during the current quarter. The ratio of nonperforming loans to total loans and total assets was 0.58% and 0.42%, respectively, as of June 30, 2025, as compared to 0.78% and 0.58%, respectively, as of December 31, 2024. The allowance for credit losses to the nonperforming loans was 222% as of June 30, 2025, as compared to 192% as of December 31, 2024.
From a credit risk management perspective, the combined multifamily and CRE portfolio, excluding nonaccrual loans, totaled $449.6 million and has a current weighted average debt service coverage ratio (“DSCR”) and an original loan-to value (“LTV”) (defined as unpaid principal balance as of June 30, 2025 divided by appraised value at origination) of approximately 1.58 and 55%, respectively. When further evaluating this population, loans maturing in (1) less than one year totaled $79.4 million and had a current weighted average DSCR and an original LTV of approximately 1.25 and 62%, respectively; and (2) one to two years totaled $59.8 million and had a current weighted average DSCR and an original LTV of approximately 1.39 and 66%, respectively.
34
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 have been made as we have no tax exempt investments.
Balance
Yield/Cost
INTEREST EARNING ASSETS
Loans, held for investment
1,462,401
7.89
1,240,599
7.85
332,965
3.77
253,328
3.21
151,915
4.35
87,025
5.30
Total interest earning assets
1,947,281
6.91
1,580,952
6.97
NONINTEREST EARNING ASSETS
69,289
50,688
TOTAL AVERAGE ASSETS
2,016,570
1,631,640
INTEREST BEARING LIABILITIES
Savings, NOW, Money Market deposits
1,178,058
1.44
899,419
1.31
6,037
3.72
11,702
4.47
Total interest bearing deposits
1,184,095
4,281
1.45
911,121
3,062
1.35
9.55
44
9.14
Total interest bearing liabilities
1,184,137
911,165
NONINTEREST BEARING LIABILITIES
Demand deposits
562,056
499,348
Other liabilities
15,902
11,894
Total noninterest bearing liabilities
577,958
511,242
Stockholders' equity
254,475
209,233
TOTAL AVG. LIABILITIES AND EQUITY
Net interest spread
5.46
5.62
Net interest margin
6.03
6.19
Deposits (including noninterest bearing demand deposits)
1,746,151
0.98
1,410,469
0.87
35
1,428,689
7.84
1,224,513
7.82
330,416
239,752
3.04
153,831
4.34
84,382
1,912,936
6.86
1,548,647
6.94
65,107
49,646
1,978,043
1,598,293
1,156,200
1.40
879,789
8,409
4.20
11,372
4.26
1,164,609
8,184
1.42
891,161
6,271
43
9.38
8.94
1,164,652
891,206
548,693
488,184
16,519
13,840
565,212
502,024
248,179
205,063
5.44
5.52
5.99
6.13
1,713,302
0.96
1,379,345
0.91
36
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.
2025 vs. 2024
Increase
(Decrease) due to
Volume
Rate
(Decrease)
Interest earned on:
4,424
122
4,546
7,812
155
7,967
720
384
1,104
1,561
980
2,541
(235)
501
1,549
(466)
1,083
5,880
6,151
10,922
669
11,591
Interest paid on:
Savings, NOW, money market deposits
994
299
1,293
1,898
81
1,979
(59)
(15)
(74)
(62)
(4)
(66)
935
284
1,219
1,836
77
1,913
Change in net interest income
4,945
(13)
4,932
9,086
592
9,678
Comparison of Operating Results for the Three Months Ended June 30, 2025 and 2024
General. Net income increased $1.4 million, or 13.4%, to $11.9 million for the three months ended June 30, 2025 from $10.5 million for the three months ended June 30, 2024. The increase resulted from a $4.9 million increase in net interest income, and a $302 thousand increase in noninterest income, partially offset by $2.5 million increase in the provision for credit losses and a $1.8 million increase in noninterest expense.
Net Interest Income. Net interest income increased $4.9 million, or 20.3%, to $29.3 million for the three months ended June 30, 2025 from $24.3 million for the three months ended June 30, 2024, due to a $6.2 million increase in interest income, partially offset by a $1.2 million increase in interest expense.
Our net interest margin of 6.03% decreased 16 basis points from the comparable period in 2024 primarily due to a $64.9 million increase in average interest earning cash balances to $151.9 million in the current quarter coupled with decreases in short-term market interest rates on these elevated balances. Average loan yields increased 4 basis points to 7.89% while average loans increased $221.8 million, or 17.9%, to $1.46 billion, primarily due to commercial loan growth of $211.3 million, or 27.5%, focused in our higher yielding law firm commercial loans. Average securities increased $79.6 million, or 31.4%, to $333.0 million as management elected to ratably purchase short duration agency mortgage-backed securities throughout 2024, in light of tempering commercial real estate growth, at commensurate risk adjusted yields. Average deposits increased $335.7 million, or 23.8%, to $1.75 billion, led by increases in escrow or IOLTA, money market (both commercial and personal) deposits and noninterest bearing demand deposits totaling $204.4 million, $114.8 million, and $62.7 million, respectively, when comparing the current quarter to the comparable quarter in 2024. Our cost of deposits, including noninterest bearing demand deposits, increased 11 basis points to 0.98% due to changes in deposit composition coupled with increases in short-term money market rates.
Interest Income. Interest income increased $6.2 million, or 22.5%, to $33.5 million for the three months ended June 30, 2025 from $27.4 million for the three months ended June 30, 2024 and was attributable to increases in income on
loans, securities and interest earning cash. Throughout 2024, management tempered multifamily and commercial real estate loan growth in response to the economic environment, replacing the growth with the purchases of short duration agency mortgage-backed securities. This decision further enhanced our liquidity profile and improved our securities to asset ratio to approximately 16% in the current quarter.
Loan interest income increased $4.5 million, or 18.8%, to $28.8 million for the three months ended June 30, 2025 from $24.2 million for the three months ended June 30, 2024. This increase was attributable to a $221.8 million, or 17.9%, increase in the average loan balance primarily due to growth in our higher yielding national litigation related loans totaling $227.3 million, or 34.8%, increasing total loan yields by 4 basis points to 7.89%. Overall, the commercial loan portfolio average balance increased $211.3 million to $980.5 million, driving commercial loan yields to 9.41%.
Securities interest income increased $1.1 million, or 54.6%, to $3.1 million in the current quarter with $720 thousand attributable to average volume increases and $384 thousand attributable to increases in average rate. Average securities increased $79.6 million, or 31.4%, to $333.0 million as management elected to ratably purchase short duration agency mortgage-backed securities throughout 2024, in light of tempering commercial real estate growth, at commensurate risk adjusted yields.
Income on interest earning cash increased $501 thousand to $1.6 million for the three months ended June 30, 2025 with $736 thousand attributable to average volume increases (funded with core deposits) offset by $235 thousand due to decreases in short-term rates. Average interest earning cash balances increased $64.9 million, or 74.6%, to $151.9 million, negatively impacting our net interest margin as compared to the comparable period in 2024.
Interest Expense. Interest expense increased $1.2 million, or 39.8%, to $4.3 million for the three months ended June 30, 2025 from $3.1 million for the three months ended June 30, 2024, with $935 thousand attributable to increases in average deposit balances (primarily IOLTA and money market) and $284 thousand attributable to increases in short-term rates (primarily money market). Average deposits increased $335.7 million, or 23.8%, to $1.75 billion, led by increases in escrow or IOLTA, money market (both commercial and personal) deposits and noninterest bearing demand deposits totaling $204.4 million, $114.8 million, and $62.7 million, respectively, when comparing the three months ended June 30, 2025 to the prior year period.
Provision for Credit Losses. Our provision for credit losses was $3.5 million for the three months ended June 30, 2025, an increase of $2.5 million from the $1.0 million provision for the three months ended June 30, 2024. The increase was primarily driven by a $3.3 million charge-off on a small business merchant related commercial loan that was placed on nonaccrual totaling $736 thousand. This nonaccrual loan was previously reported as special mention in prior periods. As of June 30, 2025, our allowance to loans ratio was 1.30% as compared to 1.47% as of June 30, 2024. Based on management’s evaluation of current credit risk in our loan portfolio (with a focus on multifamily and commercial loans) as well as increases in the general reserve considering loan growth, loan composition, and the current uncertain economic and short-term interest rate environment (including, but not limited to, its potential impact on the New York metro multifamily real estate market), management believes the allowance for credit losses is adequate at June 30, 2025.
Noninterest Income. Noninterest income information is as follows:
Change
(190)
(3.7)
(25)
(13.7)
(215)
(4.0)
3.7
NA
62
18.6
517
54.2
302
4.8
Payment processing income was $5.1 million for the quarter ended June 30, 2025, a $215 thousand decrease from the same period in 2024, primarily due to changes in our overall merchant risk profile and composition. Payment processing volumes for the credit and debit card processing platform increased $855.3 million, or 9.2%, to $10.1 billion while transactions volume totaled 152.9 million for the quarter ended June 30, 2025. We continue to focus on the expansion of sales channels through ISOs, prudently managing risk while focusing on new merchant originations, increasing overall volumes as well as risk profiles, and expanding our technology and other resources in the payment vertical. The Company utilizes proprietary and industry leading/customized technology to ensure card brand and regulatory compliance, supports multiple processing platforms, manages daily risk across 92,000 small business merchants in all 50 states, and performs commercial treasury clearing services for $10.1 billion in volume across 152.9 million in transactions in the quarter ended June 30, 2025. ASP fee income remained relatively flat totaling $643 thousand for the second quarter of 2025. ASP fee income is directly impacted by the average balances of off-balance sheet sweep funds as well as current short-term market interest rates. Off-balance sheet sweep funds totaled $373.1 million at June 30, 2025, demonstrating the continued strength of our branchless core business model. Other income increased $62 thousand, or 18.6%, to $395 thousand due to increases in loan and other banking fees. During the quarter, we recognized a $432 thousand deferred gain on the 2023 sale of our Litify fintech investment as all remaining contingencies were resolved.
Noninterest Expense. Noninterest expense information is as follows:
7.3
1.0
434
50.6
60
25.8
(70)
(7.9)
123
68.3
338
19.6
242
35.7
1,830
12.0
39
Employee compensation and benefits costs increased primarily due increases in sales commissions, bonuses, year-end stock grants and related stock-based compensation, and, to a lesser extent, the impact of year end salary and benefits increases. The increase in sales related commissions is directly related to our regional business development officer (“BDO”) strategy and their success in the litigation market, attracting full-service commercial banking clients nationally and directly impacting commercial lending and core-deposit growth. Professional and consulting services costs increased due to continuously evaluating business development opportunities in our national verticals, and professional search costs related to staffing needs for our Los Angeles private banking branch (scheduled to open this summer). Data processing costs increased due to increases in core banking processing volumes and the continued implementation/improvement of technology supporting client relationships and lead acquisition initiatives (CRM platform, digital marketing, business development, and lending) as well as overall risk management across all platforms. Other operating costs increased due to increases in recruiting, training and other client development costs. Travel and business relations expenses increased as a result of our high touch sales efforts that complement our digital marketing efforts.
Income Tax Expense. We recorded income tax expense of $3.4 million for the three months ended June 30, 2025, reflecting an effective tax rate of 22.0%, compared to $3.9 million, or 27.0%, for the three months ended June 30, 2024. The decrease in the effective tax rate resulted from certain discrete tax benefits related to share-based compensation, specifically the exercise of stock options.
Comparison of Operating Results for the Six Months Ended June 30, 2025 and 2024
General. Net income increased $2.8 million, or 13.4%, to $23.3 million for the six months ended June 30, 2025 from $20.5 million for the six months ended June 30, 2024. The increase resulted from a $9.7 million increase in net interest income, partially offset by a $4.0 million increase in noninterest expense and a $3.0 million increase in the provision for credit losses.
Net Interest Income. Net interest income increased $9.7 million, or 20.5%, to $56.9 million for the six months ended June 30, 2025 from $47.2 million for the six months ended June 30, 2024, due to a $11.6 million increase in interest income, partially offset by a $1.9 million increase in interest expense.
Our net interest margin of 5.99% decreased 14 basis points from the comparable period in 2024 primarily due to a $69.4 million increase in average interest earning cash balances to $153.8 million for the current period coupled with decreases in short-term market interest rates on these elevated balances. Average loan yields increased 2 basis points to 7.84% while average loans increased $204.2 million, or 16.7%, to $1.43 billion, primarily due to commercial loan growth of $199.6 million, or 26.5%, focused in our higher yielding law firm commercial loans. Average securities increased $90.7 million, or 37.8%, to $330.4 million as management elected to ratably purchase short duration agency mortgage-backed securities throughout 2024, in light of tempering commercial real estate growth, at commensurate risk adjusted yields. Average deposits increased $334.0 million, or 24.2%, to $1.71 billion, led by increases in escrow or IOLTA, money market (both commercial and personal) deposits and noninterest bearing demand deposits totaling $232.0 million, $99.9 million, and $60.5 million, respectively, when comparing the current period to the comparable period in 2024. Our cost of deposits, including noninterest bearing demand deposits, increased 5 basis points to 0.96% due to changes in deposit composition coupled with increases in short-term money market rates.
Interest Income. Interest income increased $11.6 million, or 21.7%, to $65.0 million for the six months ended June 30, 2025 from $53.5 million for the six months ended June 30, 2024 and was attributable to increases in income on loans, securities and interest earning cash. Throughout 2024, management tempered multifamily and commercial real estate loan growth in response to the economic environment, replacing the growth with the purchases of short duration agency mortgage-backed securities. This decision further enhanced our liquidity profile and improved our securities to asset ratio to approximately 16% in the current quarter.
40
Loan interest income increased $8.0 million, or 16.7%, to $55.6 million for the six months ended June 30, 2025 from $47.6 million for the six months ended June 30, 2024. This increase was attributable to a $204.2 million, or 16.7%, increase in the average loan balance primarily due to growth in our higher yielding national litigation related loans totaling $221.4 million, or 34.9%, increasing loan yields by 2 basis points to 7.84%. Overall, the commercial loan portfolio average balance increased $199.6 million to $951.7 million, driving commercial loan yields to 9.41% for the six months ended June 30, 2025.
Securities interest income increased $2.5 million, or 70.0%, to $6.2 million for the six months ended June 30, 2025 with $1.6 million attributable to average volume increases and $980 thousand attributable to increases in average rate. Average securities increased $90.7 million, or 37.8%, to $330.4 million as management elected to ratably purchase short duration agency mortgage-backed securities throughout 2024, in light of tempering commercial real estate growth, at commensurate risk adjusted yields.
Income on interest earning cash increased $1.1 million to $3.3 million for the six months ended June 30, 2025 with $1.5 million attributable to average volume increases (funded with core deposits), offset by $466 thousand due to decreases in short-term rates. Average interest earning cash balances increased $69.4 million, or 82.3%, to $153.8 million, negatively impacting our net interest margin as compared to the comparable period in 2024.
Interest Expense. Interest expense increased $1.9 million, or 30.5%, to $8.2 million for the six months ended June 30, 2025 from $6.3 million for the six months ended June 30, 2024, with $1.8 million attributable to increases in average deposit balances (primarily IOLTA and money market) and $77 thousand attributable to increases in short-term rates (primarily money market). Average deposits increased $334.0 million, or 24.2%, to $1.71 billion, led by increases in escrow or IOLTA, money market (both commercial and personal) deposits and noninterest bearing demand deposits totaling $232.0 million, $99.9 million, and $60.5 million, respectively, when comparing the six months ended June 30, 2025 to the prior year period.
Provision for Credit Losses. Our provision for credit losses was $5.0 million for the six months ended June 30, 2025, an increase of $3.0 million from the $2.0 million provision for the six months ended June 30, 2024. This increase was primarily driven by $6.2 million in charge-offs consisting of a small business merchant related commercial loan totaling $3.3 million (currently on nonaccrual for $736 thousand and previously classified as special mention) and a $2.9 million charge-off in the first quarter of 2025 on an $8.0 million nonaccrual multifamily loan. As of June 30, 2025, our allowance to loans ratio was 1.30% as compared to 1.47% as of June 30, 2024. Based on management’s evaluation of current credit risk in our loan portfolio (with a focus on multifamily and commercial loans) as well as increases in the general reserve considering loan growth, loan composition, and the current uncertain economic and short-term interest rate environment (including, but not limited to, its potential impact on the New York metro multifamily real estate market), management believes the allowance for credit losses is adequate at June 30, 2025.
(540)
(5.3)
(15.6)
(599)
(5.6)
11.5
74
10.9
32.4
0.5
Payment processing income was $10.0 million for the six months ended June 30, 2025, a $599 thousand decrease from the same period in 2024, primarily due to changes in our overall merchant risk profile and composition. Payment processing volumes for the credit and debit card processing platform increased $1.5 billion, or 8.6%, to $19.4 billion while transactions volume totaled 293.3 million for the six months ended June 30, 2025. ASP fee income increased $157 thousand to $1.5 million for the six months ended June 30, 2025 as compared to the same period in 2024. ASP fee income is directly impacted by the average balances of off-balance sheet sweep funds as well as current short-term market interest rates. Other income increased $74 thousand, or 10.9%, to $754 thousand due to increases in loan and other banking fees. During the current quarter, we recognized a $432 thousand deferred gain on the 2023 sale of our Litify fintech investment as all remaining contingencies were resolved.
1,595
8.5
217
10.4
747
41.3
108
23.7
(91)
(5.2)
151
33.0
23.1
536
40.5
4,010
13.5
Employee compensation and benefits costs increased primarily due increases in sales commissions, bonuses, year-end stock grants and related stock-based compensation, and, to a lesser extent, the impact of year end salary and benefits increases. The increase in sales related commissions is directly related to our regional BDO strategy and their success in the litigation market, attracting full-service commercial banking clients nationally and directly impacting commercial lending and core-deposit growth. Data processing costs increased due to increases in core banking processing volumes and the continued implementation/improvement of technology supporting client relationships and lead acquisition initiatives (CRM platform, digital marketing, business development, and lending) as well as overall risk management across all platforms. Professional and consulting services costs increased due to continuously evaluating business development opportunities in our national verticals, increased insurance and accounting costs, and costs related to staffing needs for our Los Angeles private banking branch. Other operating costs increased due to increases in regulatory expenses
and other client development costs. Occupancy and equipment costs increased due to amortization of internally developed software to support our digital marketing and risk management platforms and rent commencement related to our Los Angeles private banking branch. Travel and business relations expenses increased as a result of our high touch sales efforts that complement our digital marketing efforts and additional travel related to the opening of our Los Angeles private banking branch.
Income Tax Expense. We recorded income tax expense of $7.5 million for the six months ended June 30, 2025, reflecting an effective tax rate of 24.3%, compared to $7.5 million, or 26.8%, for the six months ended June 30, 2024. The decrease in the effective tax rate resulted from certain discrete tax benefits related to share-based compensation, specifically the exercise of stock options.
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 beginning June 30, 2025.
Estimated
Changes in
12-Months
Interest Rates
Net Interest
(Basis Points)
Income
300
162,718
27,143
200
153,291
17,716
100
143,805
8,230
0
135,575
-100
128,524
(7,051)
-200
120,732
(14,843)
-300
112,695
(22,880)
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.
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 June 30, 2025.
Economic
Value of
Equity
475,792
67,058
456,638
47,904
433,952
25,218
408,734
375,347
(33,387)
335,179
(73,555)
288,864
(119,870)
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 duration 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 June 30, 2025, cash and cash equivalents totaled $163.0 million.
At June 30, 2025, through pledging of our securities and certain loans, we had the ability to borrow, on a secured basis, up to $456.1 million from the FHLB of New York and $49.8 million from the FRB of New York discount window. At June 30, 2025, we also had $17.5 million in aggregated unsecured lines of credit with unaffiliated correspondent banks. No amounts were outstanding on any of the aforementioned lines as of June 30, 2025.
At June 30, 2025, our off-balance sheet sweeps funds totaled $373.1 million, of which $349.7 million, or 93.7%, was available to be swept on balance sheet as reciprocal client deposits.
Our overall liquidity position (cash, borrowing capacity, and available reciprocal client sweep balances) totaled $1.04 billion at June 30, 2025, or 58% of total deposits, creating a highly liquid and unlevered balance sheet.
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 FHLB, FRB, correspondent bank lines or through reciprocal deposits.
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 June 30, 2025, 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 and 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 June 30, 2025
Total Risk-based Capital Ratio
Bank
10.00
10.50
16.11
Tier 1 Risk-based Capital Ratio
8.00
8.50
14.89
Common Equity Tier 1 Capital Ratio
6.50
7.00
Tier 1 Leverage Ratio
5.00
4.00
12.06
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”. 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.
Effects of Inflation. The impact of inflation, as it affects banks, differs substantially from the impact on non-financial institutions. Banks have assets which are primarily monetary in nature and which tend to move with inflation. This is especially true for banks with a high percentage of rate sensitive interest-earning assets and interest-bearing liabilities. A bank can further reduce the impact of inflation with proper management of its rate sensitivity gap. This gap represents the difference between interest rate sensitive assets and interest rate sensitive liabilities. The Company attempts to structure its assets and liabilities and manages its gap to protect against substantial changes in interest rate scenarios, in order to minimize the potential effects of inflation.
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 June 30, 2025. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended June 30, 2025, 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 June 30, 2025, 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 for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information regarding the purchase of our common stock during the three months ended June 30, 2025 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)
April 1, 2025 through April 30, 2025
257,694
May 1, 2025 through May 31, 2025
June 1, 2025 through June 30, 2025
Participants in the Company’s stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards pursuant to the terms of the applicable plan and not under the Company’s share repurchase program. Shares repurchased pursuant to these plans during the three months ended June 30, 2025 were as follows:
Participants in the Company’s stock-based incentive plans may also net settle shares in order to facilitate the exercise of stock options which is considered a cashless option exercise resulting in a net issuance of shares to the participant with no change in treasury stock.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the second quarter of 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
Item 6. Exhibits
Exhibit
Number
Description
3.1
Articles of Incorporation of Esquire Financial Holdings, Inc. (1)
3.2
Amended and Restated Bylaws of Esquire Financial Holdings, Inc. (2)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.0
The following materials for the quarter ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity (v) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104
Cover Page Interactive Data File (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: August 8, 2025
/s/ Andrew C. Sagliocca
Andrew C. Sagliocca
Vice Chairman, Chief Executive Officer and President
/s/ Michael Lacapria
Michael Lacapria
Senior Vice President and Chief Financial Officer