SEC Form 10-Q filed by Esquire Financial Holdings Inc.

5/10/24 4:30:54 PM ET

$ESQ

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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 March 31, 2024


☐	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 of Incorporation or Organization)		(I.R.S. Employer Identification 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).

YES ⌧ NO ◻

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 May 1, 2024, there were 8,292,805 outstanding shares of the issuer’s common stock.

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Esquire Financial Holdings, Inc.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	3

	Consolidated Statements of Financial Condition	3

	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	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION		39

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

	SIGNATURES	41

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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)


	March 31,		December 31,
	2024		2023
Assets:
Cash and cash equivalents	$	158,243	$	165,209
Securities available-for-sale, at fair value		142,159		122,107
Securities held-to-maturity, at cost (fair value of $66,968 and $69,116, at March 31, 2024 and December 31, 2023, respectively)		75,242		77,001
Securities, restricted, at cost		2,928		2,928

Loans held for investment		1,228,242		1,207,413
Less: allowance for credit losses		(17,523)		(16,631)
Loans, net of allowance		1,210,719		1,190,782
Premises and equipment, net		2,661		2,602
Accrued interest receivable		9,307		9,130
Other assets		53,022		47,117
Total assets	$	1,654,281	$	1,616,876

Liabilities:
Deposits:
Demand	$	472,616	$	473,274
Savings, NOW and money market		947,055		926,264
Time		14,378		7,761
Total deposits		1,434,049		1,407,299

Accrued expenses and other liabilities		13,154		11,022
Total liabilities		1,447,203		1,418,321

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; 8,372,185 and 8,361,185 shares issued, respectively; and 8,292,789 and 8,287,848 shares outstanding, respectively		84		84
Additional paid-in capital		100,853		99,713
Retained earnings		123,077		114,261
Accumulated other comprehensive loss		(14,369)		(13,235)
Treasury stock at cost (79,396 and 73,337 shares, respectively)		(2,567)		(2,268)
Total stockholders’ equity		207,078		198,555
Total liabilities and stockholders’ equity	$	1,654,281	$	1,616,876

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
Interest income:
Loans held for investment	$	23,389	$	17,615
Securities, includes restricted stock		1,605		1,154
Securities purchased under agreements to resell		—		653
Interest earning cash and other		1,079		943
Total interest income		26,073		20,365

Interest expense:
Savings, NOW and money market deposits		3,098		1,012
Time deposits		111		63
Borrowings		1		1
Total interest expense		3,210		1,076

Net interest income		22,863		19,289
Provision for credit losses		1,000		500
Net interest income after provision for credit losses		21,863		18,789

Noninterest income:
Payment processing fees		5,296		5,513
Administrative service income		746		529
Gain on equity investment		—		4,027
Customer related fees, service charges and other		347		193
Total noninterest income		6,389		10,262

Noninterest expense:
Employee compensation and benefits		9,161		7,484
Occupancy and equipment		927		829
Professional and consulting services		951		1,543
FDIC and regulatory assessments		222		144
Advertising and marketing		872		429
Travel and business relations		278		148
Data processing		1,511		1,133
Other operating expenses		646		771
Total noninterest expense		14,568		12,481

Net income before income taxes		13,684		16,570
Income tax expense		3,626		4,391

Net income	$	10,058	$	12,179

Earnings per share
Basic	$	1.29	$	1.58
Diluted	$	1.20	$	1.47

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
Net income	$	10,058	$	12,179
Other comprehensive (loss) income:
Unrealized (losses) gains arising during the period on securities available-for-sale		(1,564)		1,911
Tax effect		430		(526)
Total other comprehensive (loss) income		(1,134)		1,385
Total comprehensive income	$	8,924	$	13,564

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands, except per share data)

(Unaudited)


												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at January 1, 2024	—	8,287,848	$	—	$	84	$	99,713	$	114,261	$	(13,235)	$	(2,268)	$	198,555
Net income	—	—		—		—		—		10,058		—		—		10,058
Other comprehensive loss	—	—		—		—		—		—		(1,134)		—		(1,134)
Exercise of stock options	—	11,000		—		—		173		—		—		—		173
Stock compensation expense	—	—		—		—		967		—		—		—		967
Cash dividends declared to common stockholders ($0.15 per share)	—	—		—		—		—		(1,242)		—		—		(1,242)
Shares received related to tax withholding	—	(6,059)		—		—		—		—		—		(299)		(299)
Balance at March 31, 2024	—	8,292,789	$	—	$	84	$	100,853	$	123,077	$	(14,369)	$	(2,567)	$	207,078

												Accumulated
								Additional				other				Total
	Preferred	Common		Preferred		Common		paid-in		Retained		comprehensive		Treasury		stockholders'
	shares	shares		stock		stock		capital		earnings		loss		stock		equity
Balance at January 1, 2023	—	8,195,333	$	—	$	82	$	96,387	$	77,712	$	(15,117)	$	(906)	$	158,158
Cumulative change in accounting principle	—	—		—		—		—		(568)		—		—		(568)
Balance at January 1, 2023 (as adjusted for change in accounting principle)	—	8,195,333		—		82		96,387		77,144		(15,117)		(906)		157,590
Net income	—	—		—		—		—		12,179		—		—		12,179
Other comprehensive income	—	—		—		—		—		—		1,385		—		1,385
Exercise of stock options, net of repurchases (1,348 shares)	—	6,631		—		—		47		—		—		—		47
Stock compensation expense	—	—		—		—		790		—		—		—		790
Cash dividends declared to common stockholders ($0.10 per share)	—	—		—		—		—		(819)		—		—		(819)
Shares received related to tax withholding	—	(3,706)		—		—		—		—		—		(153)		(153)
Purchase of common stock	—	(7,500)		—		—		—		—		—		(268)		(268)
Balance at March 31, 2023	—	8,190,758	$	—	$	82	$	97,224	$	88,504	$	(13,732)	$	(1,327)	$	170,751

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	10,058	$	12,179
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		1,000		500
Depreciation and amortization of premises and equipment		176		173
Stock compensation expense		967		790
Gain on equity investment		—		(4,027)
Net amortization (accretion):
Securities		88		113
Loans		(148)		(323)
Right of use asset		138		136
Software		431		311
Changes in other assets and liabilities:
Accrued interest receivable		(177)		(754)
Other assets		(1,829)		(273)
Operating lease liability		(173)		(134)
Accrued expenses and other liabilities		2,246		5,979
Net cash provided by operating activities		12,777		14,670
Cash flows from investing activities:
Net change in loans		(20,789)		(17,783)
Net change in securities purchased under agreements to resell		—		337
Purchases of securities available-for-sale		(24,973)		—
Principal repayments on securities available-for-sale		3,292		3,152
Principal repayments on securities held-to-maturity		1,736		1,425
Proceeds from sale of equity investment		—		3,737
Purchase of equity investment		(3,524)		—
Purchases of premises and equipment		(235)		(62)
Development of capitalized software		(691)		(785)
Net cash used in investing activities		(45,184)		(9,979)
Cash flows from financing activities:
Net increase in deposits		26,750		36,136
Exercise of stock options, net of repurchases		173		47
Tax withholding payments for vested equity awards		(299)		(153)
Cash dividends paid to common stockholders		(1,183)		(776)
Purchase of common stock		—		(268)
Net cash provided by financing activities		25,441		34,986
(Decrease) increase in cash and cash equivalents		(6,966)		39,677
Cash and cash equivalents at beginning of the period		165,209		164,122
Cash and cash equivalents at end of the period	$	158,243	$	203,799

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	3,205	$	1,059
Taxes		646		163
Noncash transactions:
Dividends declared but not paid		59		43
Exchange of noncash instruments		(300)		1,100
Cumulative change in accounting principle		—		(568)

See accompanying notes to interim consolidated financial statements.

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ESQUIRE FINANCIAL HOLDINGS, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 2023 and 2022. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other period.

Subsequent Events

The Company has evaluated events for recognition and disclosure through the date of issuance.

Investment in Variable Interest Entity

On April 1, 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 will remain as servicer of the loan portfolio at the discretion of the VIE manager. The Company’s investment is considered a significant variable interest, but it does not have the power to direct the activities that most significantly impact the VIE’s economic performance. Therefore, the Company is not considered the primary beneficiary of this VIE and does not consolidate the entity in the Company’s financial statements. The Company’s maximum exposure to loss is limited to the carrying amount of its investment and accounted for under the equity method which is presented within Other assets on the Consolidated Statements of Financial Condition. The NFL fund’s primary model assumptions were adjusted to extend the expected weighted average life of the underlying assets by approximately one year. As of March 31, 2024, the investment’s carrying amount was $10.6 million with a remaining life of 5.0 years, comparable to a carrying amount of $10.6 million as of December 31, 2023.

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.

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NOTE 2 — Debt Securities

The following tables summarize the major categories of securities as of the dates indicated:


	March 31, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency	$	105,421	$	—	$	(17,700)	$	87,721
Collateralized mortgage obligations ("CMOs") – agency		56,557		126		(2,245)		54,438
Total available-for-sale	$	161,978	$	126	$	(19,945)	$	142,159

			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Securities held-to-maturity:
CMOs – agency	$	75,242	$	—	$	(8,274)	$	66,968
Total held-to-maturity	$	75,242	$	—	$	(8,274)	$	66,968

	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency	$	107,396	$	6	$	(16,392)	$	91,010
CMOs – agency		32,966		264		(2,133)		31,097
Total available-for-sale	$	140,362	$	270	$	(18,525)	$	122,107

			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
	Cost		Gains		Losses		Value

	(In thousands)
Securities held-to-maturity:
CMOs – agency	$	77,001	$	9	$	(7,894)	$	69,116
Total held-to-maturity	$	77,001	$	9	$	(7,894)	$	69,116

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 months ended March 31, 2024 and 2023.

At March 31, 2024, securities having a fair value of $151.7 million were pledged to the Federal Home Loan Bank of New York (“FHLB”) for borrowing capacity totaling $144.9 million. At December 31, 2023, securities having a fair value of $131.5 million were pledged to the FHLB for borrowing capacity totaling $125.7 million. At March 31, 2024 and December 31, 2023, the Company had no outstanding FHLB advances.

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At March 31, 2024, securities having a fair value of $57.4 million were pledged to the Federal Reserve Bank of New York (“FRB”) for borrowing capacity totaling $55.9 million. At December 31, 2023, securities having a fair value of $59.7 million were pledged to the FRB for borrowing capacity totaling $58.0 million. At March 31, 2024 and December 31, 2023, 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:


	March 31, 2024
	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency	$	4,881	$	(46)	$	82,840	$	(17,654)	$	87,721	$	(17,700)
CMOs – agency		24,839		(71)		12,450		(2,174)		37,289		(2,245)
Total available-for-sale	$	29,720	$	(117)	$	95,290	$	(19,828)	$	125,010	$	(19,945)

	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrecognized Losses		Fair Value		Gross Unrecognized Losses		Fair Value		Gross Unrecognized Losses

	(In thousands)
Securities held-to-maturity:
CMOs – agency	$	5,167	$	(23)	$	61,801	$	(8,251)	$	66,968	$	(8,274)
Total held-to-maturity	$	5,167	$	(23)	$	61,801	$	(8,251)	$	66,968	$	(8,274)

	December 31, 2023
	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

	(In thousands)
Securities available-for-sale:
Mortgage-backed securities – agency	$	3,143	$	(17)	$	86,082	$	(16,375)	$	89,225	$	(16,392)
CMOs – agency		—		—		13,176		(2,133)		13,176		(2,133)
Total available-for-sale	$	3,143	$	(17)	$	99,258	$	(18,508)	$	102,401	$	(18,525)

	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrecognized Losses		Fair Value		Gross Unrecognized Losses		Fair Value		Gross Unrecognized Losses

	(In thousands)
Securities held-to-maturity:
CMOs – agency	$	—	$	—	$	63,739	$	(7,894)	$	63,739	$	(7,894)
Total held-to-maturity	$	—	$	—	$	63,739	$	(7,894)	$	63,739	$	(7,894)

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 March 31, 2024.

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As of March 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.

Accrued interest receivable on securities totaling $620 thousand at March 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:


	March 31,		December 31,
	2024		2023

	(In thousands)
Real estate:
Multifamily	$	348,666	$	348,241
Commercial real estate		89,016		89,498
1 – 4 family		17,797		17,937
Total real estate		455,479		455,676
Commercial		754,290		737,914
Consumer		18,953		14,491
Total loans held for investment		1,228,722		1,208,081
Deferred fees and unearned premiums, net		(480)		(668)
Allowance for credit losses		(17,523)		(16,631)
Loans held for investment, net	$	1,210,719	$	1,190,782

The following tables present the activity in the allowance for credit losses by class for the three months ending March 31, 2024 and March 31, 2023:


			Commercial
	Multifamily		Real Estate		1‑4 Family		Commercial		Consumer		Total

	(In thousands)
March 31, 2024
Allowance for credit losses:
Beginning balance	$	3,236	$	823	$	58	$	12,056	$	458	$	16,631
Provision (credit) for credit losses		75		(32)		3		575		379		1,000
Recoveries		—		—		—		—		19		19
Loans charged-off		—		—		—		—		(127)		(127)
Total ending allowance balance	$	3,311	$	791	$	61	$	12,631	$	729	$	17,523

March 31, 2023
Allowance for credit losses:
Beginning balance, prior to adoption of CECL Standard	$	2,017	$	1,022	$	192	$	8,645	$	347	$	12,223
Impact of adopting CECL Standard		8		(109)		(131)		514		1		283
Provision (credit) for credit losses		81		(28)		(7)		429		25		500
Recoveries		—		—		—		—		—		—
Loans charged-off		—		—		—		—		(54)		(54)
Total ending allowance balance	$	2,106	$	885	$	54	$	9,588	$	319	$	12,952

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As of March 31, 2024 and December 31, 2023, there was one multifamily collateral dependent 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 recorded investment in past due loans by class of loans as of March 31, 2024 and December 31, 2023:


									Total Past
	30-59		60-89		90 Days				Due &
	Days		Days		or More		Nonaccrual		Nonaccrual		Loans Not
	Past Due		Past Due		Past Due		Loans		Loans		Past Due		Total

	(In thousands)
March 31, 2024
Multifamily	$	—	$	—	$	—	$	10,940	$	10,940	$	337,726	$	348,666
Commercial real estate		—		—		—		—		—		89,016		89,016
1 – 4 family		—		—		—		—		—		17,797		17,797
Commercial		—		—		—		—		—		754,290		754,290
Consumer		1		117		5		1		124		18,829		18,953
Total	$	1	$	117	$	5	$	10,941	$	11,064	$	1,217,658	$	1,228,722

									Total Past
	30-59		60-89		90 Days				Due &
	Days		Days		or More		Nonaccrual		Nonaccrual		Loans Not
	Past Due		Past Due		Past Due		Loans		Loans		Past Due		Total

	(In thousands)
December 31, 2023
Multifamily	$	—	$	—	$	—	$	10,940	$	10,940	$	337,301	$	348,241
Commercial real estate		—		—		—		—		—		89,498		89,498
1 – 4 family		—		—		—		—		—		17,937		17,937
Commercial		—		—		—		—		—		737,914		737,914
Consumer		24		41		69		—		134		14,357		14,491
Total	$	24	$	41	$	69	$	10,940	$	11,074	$	1,197,007	$	1,208,081

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.

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Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

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:


	March 31, 2024
	2024		2023		2022		2021		2020		2019 and Prior		Revolving		Revolving-Term		Total

	(In thousands)
Multifamily:
Pass	$	9,910	$	105,132	$	27,042	$	109,375	$	23,382	$	63,054	$	—	$	—	$	337,895
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		10,940		—		—		—		10,940
Doubtful		—		—		—		—		—		—		—		—		—
Total		9,910		105,132		27,042		109,375		34,322		63,054		—		—		348,835
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial real estate:
Pass		—		3,310		58,361		10,500		1,746		15,037		—		—		88,954
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		3,310		58,361		10,500		1,746		15,037		—		—		88,954
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family:
Pass		—		—		1,851		—		—		15,944		—		—		17,795
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		—		1,851		—		—		15,944		—		—		17,795
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial:
Pass		24,904		43,641		34,656		8,679		426		449		633,493		3,394		749,642
Special Mention		—		—		—		—		—		—		3,988		—		3,988
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		24,904		43,641		34,656		8,679		426		449		637,481		3,394		753,630
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Consumer:
Pass		741		4,708		4,254		56		346		1,085		7,838		—		19,028
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		741		4,708		4,254		56		346		1,085		7,838		—		19,028
Current period gross charge-offs		—		—		127		—		—		—		—		—		127

Total:
Pass		35,555		156,791		126,164		128,610		25,900		95,569		641,331		3,394		1,213,314
Special Mention		—		—		—		—		—		—		3,988		—		3,988
Substandard		—		—		—		—		10,940		—		—		—		10,940
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	35,555	$	156,791	$	126,164	$	128,610	$	36,840	$	95,569	$	645,319	$	3,394	$	1,228,242
Total current period gross charge-offs	$	—	$	—	$	127	$	—	$	—	$	—	$	—	$	—	$	127

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	December 31, 2023
	2023		2022		2021		2020		2019		2018 and Prior		Revolving		Revolving-Term		Total

	(In thousands)
Multifamily:
Pass	$	105,175	$	29,116	$	109,919	$	23,512	$	22,155	$	47,566	$	—	$	—	$	337,443
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		10,940		—		—		—		—		10,940
Doubtful		—		—		—		—		—		—		—		—		—
Total		105,175		29,116		109,919		34,452		22,155		47,566		—		—		348,383
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial real estate:
Pass		3,401		58,552		10,560		1,757		5,651		9,515		—		—		89,436
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		3,401		58,552		10,560		1,757		5,651		9,515		—		—		89,436
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

1-4 family:
Pass		—		1,861		—		—		4,296		11,776		—		—		17,933
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		—		1,861		—		—		4,296		11,776		—		—		17,933
Current period gross charge-offs		—		—		—		—		—		—		—		—		—

Commercial:
Pass		43,500		59,203		9,212		489		—		465		615,177		5,024		733,070
Special Mention		—		—		—		—		—		—		3,988		—		3,988
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		43,500		59,203		9,212		489		—		465		619,165		5,024		737,058
Current period gross charge-offs		—		—		—		—		—		5		—		—		5

Consumer:
Pass		5,414		5,397		56		358		1,106		32		2,240		—		14,603
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total		5,414		5,397		56		358		1,106		32		2,240		—		14,603
Current period gross charge-offs		—		324		25		90		—		—		—		—		439

Total:
Pass		157,490		154,129		129,747		26,116		33,208		69,354		617,417		5,024		1,192,485
Special Mention		—		—		—		—		—		—		3,988		—		3,988
Substandard		—		—		—		10,940		—		—		—		—		10,940
Doubtful		—		—		—		—		—		—		—		—		—
Total loans	$	157,490	$	154,129	$	129,747	$	37,056	$	33,208	$	69,354	$	621,405	$	5,024	$	1,207,413
Total current period gross charge-offs	$	—	$	324	$	25	$	90	$	—	$	5	$	—	$	—	$	444

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

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. During the three months ended March 31, 2024 and 2023, 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-insignificant payment delay.

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Pledged Loans

At March 31, 2024, loans totaling $220.5 million were pledged to the FHLB for borrowing capacity totaling $155.2 million. At December 31, 2023, loans totaling $222.4 million were pledged to the FHLB for borrowing capacity totaling $158.5 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:


	Three Months Ended March 31,
	2024		2023

	(In thousands)
Payment processing fees:
Payment processing income	$	5,100	$	5,300
ACH income		196		213
Total payment processing fees		5,296		5,513
Customer related fees, service charges and other:
Administrative service income		746		529
Gain on equity investment ⁽¹⁾		—		4,027
Other		347		193
Total customer related fees, service charges and other		1,093		4,749
Total noninterest income	$	6,389	$	10,262

(1)

Represents a valuation adjustment not within the scope of ASC 606.

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.

●

Payment processing income – We provide payment processing services as an acquiring bank through the third-party or independent sales organization (“ISO”) business model in which we process credit and debit card transactions on behalf of merchants. We enter into a tri-party merchant agreement, between the Company, ISO and each merchant. The Company’s performance obligation is clearing and settling credit and debit transactions on behalf of the merchants. The Company recognizes revenue monthly once it summarizes and computes all revenue and expenses applicable to each ISO, which is our performance obligation.

●

ACH income – We provide ACH services for merchants and other commercial customers. Contracts are entered into with third parties that require ACH transactions processed on behalf of their customers. Fees are variable and based on the volume of transactions within a given month. Our performance obligations are processing and settling ACHs on behalf of the customers. Our obligation is satisfied within each business day when the transactions (ACH files) are sent to the FRB for clearing. Revenue is recognized based on the total volume of transactions processed that month for a given customer.

●

Administrative service income – Administrative service income is derived primarily from the management of qualified settlement funds (“QSFs”), which are funds from settled mass torts and class action lawsuits. Our performance obligations with the QSFs are outlined in court approved orders which includes ensuring funds are invested into safe investment vehicles such as U.S. treasuries and FDIC insured products. Our fees for placing these funds in appropriate vehicles are earned over the course of a month, representing the period over which the Company satisfies the performance obligation.

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●

Other – The other category includes revenue from service charges on deposit accounts, debit card fees, asset management fees, and certain loan related fees where revenue is recognized as performance obligations are satisfied.

NOTE 5 — Share-Based Payment Plans

The Company issues incentive and non-statutory stock options and restricted stock awards to certain employees and directors pursuant to its equity incentive plans, which have been approved by the stockholders. Share-based awards are granted by the Compensation Committee of the Board of Directors.

Under the plans, options are granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. Options granted vest over three or five years and have ten-year contractual terms. All options provide for accelerated vesting upon a change in control (as defined in the plans). Restricted shares are granted at the fair value on the date of grant and typically vest over six years with a third vesting after years four, five, and six. Restricted shares have the same voting rights as common stock and nonvested restricted shareholders do not have rights to the accrued dividends until vested.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on peer volatility. The Company uses peer data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on peer data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

There were no stock options granted during the three months ended March 31, 2024 and 2023.

The following table presents a summary of the activity related to options for the three months ended March 31, 2024:


	Three Months Ended March 31, 2024
				Weighted
		Weighted		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Life (Years)
Outstanding at beginning of year	639,519	$	20.76
Granted	—		—
Exercised	(11,000)		15.71
Forfeited	(834)		45.91
Expired	—		—
Outstanding at period end	627,685	$	20.82	4.17
Vested or expected to vest	627,685	$	20.82	4.17
Exercisable at period end	528,719	$	16.69	3.27

The Company recognized compensation expense related to options of $180 thousand and $167 thousand for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, unrecognized compensation cost related to nonvested options was approximately $1.3 million and is expected to be recognized over a weighted average period of 2.15 years. The intrinsic value for outstanding options and for options vested or expected to vest was $16.8 million and $16.3 million for exercisable options at March 31, 2024.

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Information related to stock option exercises during each period is as follows:


	Three Months Ended
	March 31,
	2024		2023

	(In thousands)
Intrinsic value of options exercised	$	369	$	242
Cash received from option exercises		173		47
Excess tax benefit from option exercises		83		57

The following table presents a summary of the activity related to restricted stock for the three months ended March 31, 2024:


	Three Months Ended March 31, 2024
		Weighted Average
		Grant Date
	Shares	Fair Value
Outstanding at beginning of year	514,935	$	32.44
Granted	—		—
Vested	(20,503)		19.25
Forfeited	—		—
Outstanding at period end	494,432	$	32.98

The Company recognized compensation expense related to restricted stock of $787 thousand and $623 thousand for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $11.3 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 4.46 years.

NOTE 6 — Earnings per Share

The factors used in the earnings per share computation follow:


	Three Months Ended
	March 31,
	2024		2023

	(Dollars in thousands, except per share data)
Basic:
Net income	$	10,058	$	12,179
Weighted average shares outstanding		7,786,887		7,708,745
Basic earnings per share	$	1.29	$	1.58

Diluted:
Net income	$	10,058	$	12,179
Weighted average shares outstanding for basic earnings per share		7,786,887		7,708,745
Add: Dilutive effects of share based awards		614,865		593,888
Weighted average shares and dilutive potential shares		8,401,752		8,302,633
Diluted earnings per share	$	1.20	$	1.47

Share-based awards totaling 95,450 and 52,500 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2024 and 2023, respectively, because they were anti-dilutive.

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NOTE 7 — Leases

The Company recognizes the present value of its operating lease payments related to its office facilities and retail branch as operating lease assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. These operating lease assets represent the Company’s right to use an underlying asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments over the lease term. As these leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date in order to determine present value.

Short-term lease payments, those leases with original terms of 12 months or less, are recognized in the Consolidated Statements of Income, on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties.

As of March 31, 2024, right of use (“ROU”) lease assets and related lease liabilities were $1.6 million and $2.0 million, respectively. As of December 31, 2023, ROU lease assets and related lease liabilities were $1.7 million and $2.2 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 March 31, 2024, 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 March 31, 2024, are summarized as follows:


		Operating Lease
		Liabilities
		(In thousands)
2024	$	591
2025		803
2026		754
2027		—
2028		—
Thereafter		—
Total operating lease payments		2,148
Less: interest		138
Present value of operating lease liabilities	$	2,010

In addition to the table above, as of March 31, 2024, the Company had an additional future operating lease commitment of $2.6 million that was signed but not yet commenced. This operating lease will commence in the fourth quarter of 2024 with a lease term of 10 years.


	March 31,
	2024			2023
Weighted-average remaining lease term		2.67	years		3.67	years
Weighted-average discount rate		3.30	%		3.29	%

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The components of total lease cost are as follows:



	Three Months Ended
	March 31,
	2024		2023

	(In thousands)
Operating lease cost	$	158	$	159
Short-term lease cost		34		59
Total lease cost	$	192	$	218

Cash paid for operating leases	$	227	$	216

NOTE 8 — Fair Value Measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values.

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

For available-for-sale securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair Value Measurements Using
	Quoted Prices In Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)

	(In thousands)
March 31, 2024
Assets
Securities available-for-sale
Mortgage-backed securities – agency	$	—	$	87,721	$	—
CMOs – agency		—		54,438		—
Total available-for-sale	$	—	$	142,159	$	—

December 31, 2023
Assets
Securities available-for-sale
Mortgage-backed securities – agency	$	—	$	91,010	$	—
CMOs – agency		—		31,097		—
Total available-for-sale	$	—	$	122,107	$	—

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There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2024 and 2023.

The following tables present the carrying amounts and fair values (represents exit price) of financial instruments not carried at fair value at March 31, 2024 and December 31, 2023:


	Fair Value Measurement at March 31, 2024, Using:
	Carrying
	Value		(Level 1)		(Level 2)		(Level 3)		Total

	(In thousands)
Financial Assets:
Cash and cash equivalents	$	158,243	$	158,243	$	—	$	—	$	158,243
Securities, held-to-maturity		75,242		—		66,968		—		66,968
Securities, restricted, at cost		2,928		N/A		N/A		N/A		N/A
Loans held for investment, net		1,210,719		—		—		1,188,785		1,188,785
Accrued interest receivable		9,307		—		802		8,551		9,353

Financial Liabilities:
Time deposits		14,378		—		14,310		—		14,310
Demand and other deposits		1,419,671		1,419,671		—		—		1,419,671
Secured borrowings		44		—		—		44		44
Accrued interest payable		16		—		16		—		16


	Fair Value Measurement at December 31, 2023, Using:
	Carrying
	Value		(Level 1)		(Level 2)		(Level 3)		Total

	(In thousands)
Financial Assets:
Cash and cash equivalents	$	165,209	$	165,209	$	—	$	—	$	165,209
Securities, held-to-maturity		77,001		—		69,116		—		69,116
Securities, restricted, at cost		2,928		N/A		N/A		N/A		N/A
Loans held for investment, net		1,190,782		—		—		1,172,226		1,172,226
Accrued interest receivable		9,130		—		579		8,551		9,130

Financial Liabilities:
Time deposits		7,761		—		7,647		—		7,647
Demand and other deposits		1,399,538		1,399,538		—		—		1,399,538
Secured borrowings		44		—		—		44		44
Accrued interest payable		11		—		11		—		11

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NOTE 9 — Accumulated Other Comprehensive Loss

The following presents changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2024 and 2023:


	Three Months Ended
	March 31,
	2024		2023

	(In thousands)
Unrealized (Losses) Gains on Securities Available-for-Sale
Beginning balance	$	(13,235)	$	(15,117)
Other comprehensive (loss) income before reclassifications, net of tax		(1,134)		1,385
Net current period other comprehensive (loss) income		(1,134)		1,385
Ending balance	$	(14,369)	$	(13,732)

There were no reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition at March 31, 2024 and December 31, 2023 and results of operations for the three months ended March 31, 2024 and 2023 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, 2023.

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:

●

statements of our goals, intentions and expectations;

●

statements regarding our business plans, prospects, growth and operating strategies;

●

statements regarding the quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

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:

●

our ability to manage our operations under the current economic conditions nationally and in our market area;

●

adverse changes in the financial industry, securities, credit and national local real estate markets (including real estate values);

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risks related to a high concentration of loans secured by real estate located in our market area;

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risks related to a high concentration of loans and deposits dependent upon the legal and “litigation” market;

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the impact of any potential strategic transactions;

●

unexpected outflows of uninsured deposits could require us to sell investment securities at a loss;

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our ability to enter new markets successfully and capitalize on growth opportunities;

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●

significant increases in our credit losses, including as a result of our inability to resolve classified and nonperforming assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for credit losses;

●

interest rate fluctuations, which could have an adverse effect on our profitability;

●

external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System (“FRB”), inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

●

continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than we are;

●

credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for credit losses and provision for credit losses;

●

our success in increasing our legal and “litigation” market lending;

●

our ability to attract and maintain deposits and our success in introducing new financial products;

●

losses suffered by merchants or Independent Sales Organizations (“ISOs”) with whom we do business;

●

our ability to effectively manage risks related to our payment processing business;

●

changes in interest rates generally, including changes in the relative differences between short-term and long-term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources;

●

fluctuations in the demand for loans;

●

technological changes that may be more difficult or expensive than expected;

●

changes in consumer spending, borrowing and savings habits;

●

declines in our payment processing income as a result of reduced demand, competition and changes in laws or government regulations or policies affecting financial institutions, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs;

●

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

●

loan delinquencies and changes in the underlying cash flows of our borrowers;

●

the impairment of our investment securities;

●

our ability to control costs and expenses;

●

the failure or security breaches of computer systems on which we depend;

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●

acts of war, terrorism, natural disasters, global market disruptions, including global pandemics or political instability;

●

the effects of any federal government shutdown;

●

competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional providers, including retail businesses and technology companies;

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changes in our organization and management and our ability to retain or expand our management team and our board of directors, as necessary;

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the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings, regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations and reviews;

●

the ability of key third-party service providers to perform their obligations to us; and

●

other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this Quarterly Report on Form 10-Q.

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, 2023, 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. Management considers the accounting policy relating to the allowance for credit losses 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 policy.

On January 1, 2023, we adopted the CECL Standard. 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 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

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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 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 March 31, 2024 and December 31, 2023, there was one multifamily loan totaling $10.9 million that was individually analyzed, collateral dependent and had no specific reserve on the Consolidated Statements of Financial Condition.

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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.

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 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 1.85%-2.13% 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 U.S. Tort System”), published in November 2022, with a total addressable market (“TAM”) of $443 billion for 2020. 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 17 years, extensive in-house experience, deep relationships with respected firms nationally, and unique products tailored to commercial law firms’ needs and wants.

We currently have clients in 30 states and our larger markets include the New York metro area, California, Texas, Florida, Pennsylvania, South Carolina and New Jersey. 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 2-3 years, significantly longer than traditional accounts receivables or inventories of goods that can have a duration of 30-60 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 10% variable rate asset yield on these commercial loans for the quarter ended March 31, 2024. More importantly, since our commercial banking platform is focused on full service

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relationship banking, for every $1.00 we advance on these loans we receive on average $1.71 of low-cost (our cost of funds for the quarter ended March 31, 2024 is 96 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 this 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 $709.5 million, or 50%, of total deposits. 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 $466.6 million at March 31, 2024, makes this litigation vertical a highly desirable core low-cost funding platform fueling growth in other lending areas.

Other Commercial Banking. In addition to our Litigation Commercial Banking business, commercial loans are also originated to local small to mid-size businesses to provide short-term financing for inventory, receivables, the purchase of supplies, or other operating needs arising during the normal course of business and loans made to our qualified ISO payment processing customers. The balance of these loans totaled $119.9 million at March 31, 2024 and represented approximately 9.8% of our total loans.

Payment Processing. The payment processing (merchant acquiring) market has also been and will continue to be a significant growth opportunity for our company, as we offer focused and tailored products and services to small businesses nationally. The payment industry grew approximately 12% on a compound annual growth rate from 2019 to 2022 with payment volumes or TAM of $10.3 trillion according to company records on U.S. payment industry trends. Couple this with the fact that there are less than approximately 100 acquiring financial institutions in the U.S. and this vertical clearly represents a significant growth opportunity for our Company. We believe there are various and significant barriers to entry to this market including, but not limited to, our clear industry track record for 10 years, extensive in-house experience, deep 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 85,000 small business merchants in all 50 states, and perform commercial treasury clearing services for approximately $9 billion in credit and debit card processing volume across 151 million transactions in the quarter ended March 31, 2024.

Proprietary Technology. We are currently a branchless digital first company with 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 branchless technology has led to industry leading performance. For the quarter ended March 31, 2024, we have produced industry leading returns including, but not limited to, a return on average assets and average equity of 2.59% and 20.14%, respectively; an industry leading net interest margin of 6.06%; a strong efficiency ratio of 49.8%; and a diversified revenue stream as demonstrated by a strong net interest margin and stable fee income representing 22% of total revenue (our payment processing vertical has a compound annual growth rate of 22% since 2019). Coupling these performance metrics with strong balance sheet management including, but not limited to, loan portfolio diversification, an asset sensitive balance sheet with 60% of our loans being variable rate tied to prime, interest rate floors in place on 90% of our variable rate loan portfolio, solid credit metrics with no nonperforming assets, a stable low cost deposit base, and strong available liquidity of $822.6 million, or 57% of deposits, with no outstanding borrowings ensures that our Company is poised for future growth and success.

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

Assets. Our total assets were $1.65 billion at March 31, 2024, an increase of $37.4 million, or 2.3%, from $1.62 billion at December 31, 2023, due to growth in loans held for investment of $20.8 million, or 1.7%, and securities available-

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for-sale of $20.1 million, or 16.4%, partially offset by a decrease in cash and cash equivalents of $7.0 million, or 4.2%, as we deployed our strong liquidity into high yielding commercial loans and agency securities.

Loan Portfolio Analysis. At March 31, 2024, loans, net of deferred fees and unearned premiums, were $1.23 billion, or 85.6% of total deposits, compared to $1.21 billion, or 85.8% of total deposits, at December 31, 2023. The growth in loans was primarily driven by net production in commercial loans, and to a lesser extent, consumer loans. Commercial loans increased $16.4 million, or 2.2%, to $754.3 million at March 31, 2024 from $737.9 million at December 31, 2023, driven by our litigation related loans. Consumer loans increased $4.5 million, or 30.8%, to $19.0 million at March 31, 2024 from $14.5 million at December 31, 2023.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated:


	March 31,				December 31,
	2024				2023
	Amount		Percent		Amount		Percent

	(Dollars in thousands)
Real estate:
Multifamily	$	348,666	28.4	%	$	348,241	28.8	%
Commercial real estate		89,016	7.2			89,498	7.4
1 – 4 family		17,797	1.5			17,937	1.5
Total real estate		455,479	37.1			455,676	37.7
Commercial		754,290	61.4			737,914	61.1
Consumer		18,953	1.5			14,491	1.2
Total loans held for investment	$	1,228,722	100.0	%	$	1,208,081	100.0	%
Deferred loan fees and unearned premiums, net		(480)				(668)
Allowance for credit losses		(17,523)				(16,631)
Loans held for investment, net	$	1,210,719			$	1,190,782

The following table sets forth the composition of our held for investment Litigation-Related Loan portfolio by type of loan at the dates indicated:


	March 31,				December 31,
	2024				2023
	Amount		Percent		Amount		Percent

	(Dollars in thousands)
Litigation-Related Loans:
Commercial Litigation-Related:
Working capital lines of credit	$	386,834	60.8	%	$	373,338	60.7	%
Case cost lines of credit		159,028	25.0			152,165	24.8
Term loans		88,568	13.9			86,954	14.1
Total Commercial Litigation-Related		634,430	99.7			612,457	99.6
Consumer Litigation-Related:
Post-settlement consumer loans		2,203	0.3			2,406	0.4
Structured settlement loans		9	—			16	—
Total Consumer Litigation-Related		2,212	0.3			2,422	0.4
Total Litigation-Related Loans	$	636,642	100.0	%	$	614,879	100.0	%

At March 31, 2024, our Litigation-Related loans, which include commercial loans to law firms and consumer lending to plaintiffs/claimants and attorneys, totaled $636.6 million, or 51.8% of our total loan portfolio, compared to $614.9 million, or 50.9% of our total loan portfolio at December 31, 2023. We remain focused on prudently growing our Litigation-Related loan portfolio. We also had Commercial Litigation-Related committed and uncommitted undrawn lines of credit totaling $91.7 million and $462.5 million, respectively, at March 31, 2024.

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Debt Securities Portfolio. Securities available-for-sale increased $20.1 million, or 16.4%, to $142.2 million at March 31, 2024 from $122.1 million at December 31, 2023, driven by purchases of $25.0 million, partially offset by paydowns of $3.3 million and unrealized losses of $1.6 million. Securities held-to-maturity decreased $1.8 million, or 2.3%, to $75.2 million at March 31, 2024 from $77.0 million at December 31, 2023, driven by paydowns of $1.7 million and premium amortization of $24 thousand.

Funding. Total deposits increased $26.8 million, or 1.9%, to $1.43 billion at March 31, 2024 from $1.41 billion at December 31, 2023. We continue to focus on the acquisition and expansion of core deposit relationships. Core deposits, which we define as total deposits excluding time deposits, totaled $1.42 billion at March 31, 2024, or 99.0% of total deposits, compared to $1.40 billion or 99.4% of total deposits at December 31, 2023. Litigation and payment processing deposits represent $1.24 billion, or 87%, of total deposits at March 31, 2024. Savings, NOW and money market deposits increased $20.8 million, or 2.2%, to $947.1 million at March 31, 2024.

Core commercial relationship banking clients in our two national verticals represent approximately 87% of our $1.43 billion deposit base at March 31, 2024. 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 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 claimant trust settlement deposits represent $709.5 million, or 49.5%, of total deposits. As of March 31, 2024, uninsured deposits were $369.4 million, or 26%, of our total deposits of $1.43 billion, excluding $10.6 million of affiliate deposits held by the Bank. Approximately 80% of our uninsured deposits represent clients with full relationship banking (loans, payment processing, and other 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 March 31, 2024, off-balance sheet sweep funds totaled approximately $466.6 million, of which approximately $290.9 million, or 62.3%, was available to be swept onto our balance sheet as reciprocal client relationship deposits. Our deposit growth and off-balance sheet funds continue to demonstrate our highly efficient branchless and technology enabled deposit platforms.

At March 31, 2024, we had the ability to borrow a total of $300.1 million from the Federal Home Loan Bank of New York. We also had an available line of credit with the Federal Reserve Bank of New York discount window of $55.9 million. No borrowing amounts were outstanding as of March 31, 2024. Historically, we have never 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 $8.5 million to $207.1 million at March 31, 2024, from $198.6 million at December 31, 2023, primarily due to net income of $10.1 million and amortization of share-based compensation of $967 thousand, partially offset by dividends declared to common stockholders of $1.2 million and other comprehensive loss of $1.1 million due to the decrease in fair value of our available-for-sale securities portfolio.

Asset Quality. Nonperforming assets consisted of one multifamily loan totaling $10.9 million as of March 31, 2024 and December 31, 2023. We had no exposure to commercial office space, no construction loans, and only $15.3 million in performing loans to the hospitality industry. The allowance for credit losses was $17.5 million, or 1.43% of total loans, as of March 31, 2024, as compared to $16.6 million, or 1.38% of total loans at December 31, 2023. The increase in the allowance as a percentage of loans was general reserve driven considering loan growth and qualitative factors associated with the current uncertain economic environment including, but not limited to, its potential impact on the New York Metro commercial real estate market. At March 31, 2024, special mention and substandard loans totaled $4.0 million and $10.9 million, respectively, substantially unchanged from December 31, 2023. The ratio of nonperforming loans to total loans and total assets was 0.89% and 0.66%, respectively, as of March 31, 2024, as compared to 0.91% and 0.68%, respectively, as of December 31, 2023. The allowance for credit losses to the nonperforming loans was 160% as of March 31, 2024, as compared to 152% as of December 31, 2023.

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Due to increases in short-term interest rates associated with the current inflationary environment since 2022, management enhanced its ongoing credit risk management including risk management of its commercial real estate loan portfolio. The following is a brief summary of our ongoing risk management for our multifamily and CRE portfolios as of March 31, 2024:

●

The multifamily portfolio, totaling $348.7 million, has a current weighted average DSCR and an original LTV (defined as unpaid principal balance as of March 31, 2024 divided by appraised value at origination) of approximately 1.67 and 54%, respectively, and the CRE portfolio, totaling $89.0 million, has a current weighted average DSCR and an original LTV of approximately 1.61 and 60%, respectively.

●

Multifamily loans maturing in less than one year totaled $36.7 million and had a current weighted average DSCR and an original LTV of approximately 1.49 and 57%, respectively. CRE loans maturing in less than one year totaled $5.5 million and had a current weighted average DSCR and an original LTV of approximately 3.79 and 52%, respectively.

●

Multifamily loans maturing in one to two years totaled $39.0 million and had a current weighted average DSCR and an original LTV of approximately 1.36 and 56%, respectively. CRE loans maturing in one to two years totaled $2.2 million and had a current weighted average DSCR and an original LTV of approximately 1.57 and 61%, respectively.

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Average Balance Sheets and Rate/Volume Analysis

The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for periods indicated. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of net premium amortization and net deferred loan origination fees accounted for as yield adjustments. No tax-equivalent yield adjustments were made, as we have no tax exempt investments.


	Three Months Ended March 31,
	2024						2023
	Average				Average		Average				Average
	Balance		Interest		Yield/Cost		Balance		Interest		Yield/Cost

					(Dollars in thousands)
INTEREST EARNING ASSETS
Loans, held for investment	$	1,208,429	$	23,389	7.78	%	$	951,925	$	17,615	7.50	%
Securities, includes restricted stock		226,175		1,605	2.85	%		208,819		1,154	2.24	%
Securities purchased under agreements to resell		—		—	—			49,405		653	5.36	%
Interest earning cash and other		81,740		1,079	5.31	%		88,209		943	4.34	%
Total interest earning assets		1,516,344		26,073	6.92	%		1,298,358		20,365	6.36	%

NONINTEREST EARNING ASSETS		48,602						44,186

TOTAL AVERAGE ASSETS	$	1,564,946					$	1,342,544

INTEREST BEARING LIABILITIES

Savings, NOW, Money Market deposits	$	860,159	$	3,098	1.45	%	$	648,183	$	1,012	0.63	%
Time deposits		11,041		111	4.04	%		9,424		63	2.71	%
Total interest bearing deposits		871,200		3,209	1.48	%		657,607		1,075	0.66	%
Borrowings		45		1	8.94	%		47		1	8.63	%
Total interest bearing liabilities		871,245		3,210	1.48	%		657,654		1,076	0.66	%

NONINTEREST BEARING LIABILITIES
Demand deposits		477,020						504,765
Other liabilities		15,787						17,897
Total noninterest bearing liabilities		492,807						522,662
Stockholders' equity		200,894						162,228

TOTAL AVG. LIABILITIES AND EQUITY	$	1,564,946					$	1,342,544
Net interest income			$	22,863					$	19,289
Net interest spread					5.44	%					5.70	%
Net interest margin					6.06	%					6.03	%
Deposits (including noninterest bearing demand deposits)	$	1,348,220	$	3,209	0.96	%	$	1,162,372	$	1,075	0.37	%

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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.


	Three Months Ended
	March 31,
	2024 vs. 2023
	Increase
	(Decrease) due to				Total
	Volume		Rate		Increase

	(In thousands)
Interest earned on:
Loans held for investment	$	5,217	$	557	$	5,774
Securities, includes restricted stock		105		346		451
Securities purchased under agreements to resell		(653)		—		(653)
Interest earning cash and other		(72)		208		136
Total interest income		4,597		1,111		5,708

Interest paid on:
Savings, NOW, money market deposits		707		1,379		2,086
Time deposits		12		36		48
Total deposits		719		1,415		2,134
Borrowings		—		—		—
Total interest expense		719		1,415		2,134
Change in net interest income	$	3,878	$	(304)	$	3,574

Comparison of Operating Results for the Three Months Ended March 31, 2024 and 2023

General. Net income decreased $2.1 million, or 17.4%, to $10.1 million for the three months ended March 31, 2024 from $12.2 million for the three months ended March 31, 2023. The decrease resulted from a $3.9 million decrease in noninterest income, which was primarily attributable to a $4.0 million nonrecurring gain on our equity investment in a litigation fintech company in the first quarter of 2023, and an increase of $2.1 million in noninterest expense, partially offset by an increase in net interest income of $3.6 million.

Net Interest Income. Net interest income increased $3.6 million, or 18.5%, to $22.9 million for the three months ended March 31, 2024 from $19.3 million for the three months ended March 31, 2023, due to a $5.7 million increase in interest income, partially offset by a $2.1 million increase in interest expense.

Our net interest margin increased 3 basis points, which was positively impacted by growth in higher yielding variable rate commercial loans, to 6.06% for the three months ended March 31, 2024 from 6.03% for the three months ended March 31, 2023.

Interest Income. Interest income increased $5.7 million, or 28.0%, to $26.1 million for the three months ended March 31, 2024 from $20.4 million for the three months ended March 31, 2023 and was attributable to increases in loan, securities and interest earning cash and other interest income, and partially offset by a decrease in reverse repurchase interest income.

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Loan interest income increased $5.8 million, or 32.8%, to $23.4 million for the three months ended March 31, 2024 from $17.6 million for the three months ended March 31, 2023. This increase was attributable to a $256.5 million, or 26.9%, increase in the average loan balance primarily due to growth in our national commercial lending platform and, to a lesser extent, our regional real estate loans and a 28 basis point increase in loan yields to 7.78%. Our commercial loan platform drove a $4.9 million increase in interest income, of which, $4.7 million was due to increased volume and $199 thousand was due to increases in yields, driving an approximate portfolio yield of 10.00%. Additionally, our real estate platform contributed $1.2 million to the increase in interest income, of which, $785 thousand was due to increased volume and $393 thousand was due to increases in yields, driving an approximate portfolio yield of 4.20%. Approximately 60% of our loan portfolio is comprised of variable rate commercial loans tied to prime that were positively impacted by increases in short-term interest rates.

Securities interest income increased $451 thousand, or 39.1%, to $1.6 million for the three months ended March 31, 2024 from $1.2 million for the three months ended March 31, 2023. This increase was primarily attributable to reinvestment of portfolio cash flows into securities at current market interest rates, driving a 61 basis point increase in yields which was positively impacted by increases in short-term interest rates, as well as average securities increased $17.4 million, or 8.3%.

Interest earning cash interest income increased $136 thousand to $1.1 million for the three months ended March 31, 2024 from $943 thousand for the three months ended March 31, 2023, attributable to a 97 basis point increase in yields which was positively impacted by increases in short-term interest rates, partially offset by a $6.5 million, or 7.3%, decrease in the average balance of interest earning cash.

Securities purchased under agreements to resell interest income decreased $653 thousand as management elected to close out its reverse repurchase agreements and reinvest funds into higher yielding commercial loans.

Interest Expense. Interest expense increased $2.1 million, or 198.3%, to $3.2 million for the three months ended March 31, 2024 from $1.1 million for the three months ended March 31, 2023, primarily attributable to increases in average rate (primarily IOLTA relationship deposits) accounting for $1.4 million of the increase and increases related to average deposit balances accounting for $719 thousand (primarily relationship money market deposits) of the increase. Average interest bearing deposit balances (primarily IOLTA relationship deposits) increased $213.6 million, or 32.5%, when compared to March 31, 2023. Our deposit cost-of-funds, excluding demand deposits, increased 82 basis points for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, due to increases in short-term interest rates as well as management pro-actively increasing rates on escrow accounts in the various states we operate.

Provision for Credit Losses. Our provision for credit losses was $1.0 million for the three months ended March 31, 2024, an increase of $500 thousand from the $500 thousand provision for the three months ended March 31, 2023. As of March 31, 2024, our allowance to loans ratio was 1.43% as compared to 1.34% as of March 31, 2023. The increase in the allowance as a percentage of loans was general reserve driven considering loan growth and qualitative factors associated with the current uncertain economic environment including, but not limited to, its potential impact on the New York Metro commercial real estate market.

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Noninterest Income. Noninterest income information is as follows:


	Three Months Ended
	March 31,				Change
	2024		2023		Amount		Percent

	(Dollars in thousands)
Payment processing fees:
Payment processing income	$	5,100	$	5,300	$	(200)	(3.8)	%
ACH income		196		213		(17)	(8.0)
Total payment processing fees		5,296		5,513		(217)	(3.9)
Customer related fees, service charges and other:
Administrative service income		746		529		217	41.0
Gain on equity investment		—		4,027		(4,027)	(100.0)
Other		347		193		154	79.8
Total customer related fees, service charges and other		1,093		4,749		(3,656)	(77.0)
Total noninterest income	$	6,389	$	10,262	$	(3,873)	(37.7)	%

Payment processing volumes and transactions for the credit and debit card processing platform increased $937 million, or 12.2%, to $8.6 billion and 7.6 million, or 5.3%, to 150.5 million transactions, respectively, for the quarter ended March 31, 2024, as compared to the same period in 2023. These increases were due to the expansion of sales channels through ISOs, an increased number of merchants, volume increases, and were facilitated by our focus on technology and other resources in the payments vertical. Administrative service income increased $217 thousand, or 41.0%, to $746 thousand for the first quarter of 2024. Off-balance sheet sweep funds totaled $466.6 million at March 31, 2024, demonstrating the continued strength of our branchless core business model. Other income decreased $4.0 million due to a nonrecurring gain on our Litify fintech investment in the first quarter of 2023. In February 2023, Litify, Inc. (“Litify”) was reorganized into a partnership and an unrelated third party acquired a majority ownership in the reorganized entity. As an equity holder and party to the reorganization and sale transaction, a majority of the Company’s partnership interests were exchanged for cash and undiscounted noncash consideration of approximately $5.4 million. As a result, the Company recognized a gain on its investment of $4.0 million in the first quarter of 2023.

Noninterest Expense. Noninterest expense information is as follows:


	Three Months Ended
	March 31,				Change
	2024		2023		Amount		Percent

	(Dollars in thousands)
Noninterest expense:
Employee compensation and benefits	$	9,161	$	7,484	$	1,677	22.4	%
Occupancy and equipment		927		829		98	11.8
Professional and consulting services		951		1,543		(592)	(38.4)
FDIC and regulatory assessments		222		144		78	54.2
Advertising and marketing		872		429		443	103.3
Travel and business relations		278		148		130	87.8
Data processing		1,511		1,133		378	33.4
Other operating expenses		646		771		(125)	(16.2)
Total noninterest expense	$	14,568	$	12,481	$	2,087	16.7	%

Employee compensation and benefits costs increased due to increases in employees to support growth and excellence in client service as well as the impact of year end salary, bonus and stock-based compensation increases. Our

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overall staffing levels increased by 21 employees, or 18%, year-over-year to 139 full time equivalents as of March 31, 2024, primarily from our hiring of six regional managing directors/senior business development officers (“BDOs”), resources within our commercial underwriting/lending area, sales support staff, operational staff to support Esquire’s growth plans as well as our risk management and compliance areas, and our new chief legal officer throughout 2023. Data processing costs increased due to increased processing volume, primarily driven by our core banking platform, and additional costs related to our technology implementations. Advertising and marketing costs increased as we continued to grow our digital marketing platform, expand our thought leadership in our national verticals, and support our new regional BDOs. Travel and business relations costs increased as a result of our high touch marketing and sales efforts which complement our digital marketing efforts and additional travel related to our newly hired regional BDOs. Professional services costs decreased due to the costs associated with a global executive search firm in 2023. Our investment in current resources (people, technology, and digital marketing) should continue to support our long-term growth goals.

Income Tax Expense. We recorded an income tax expense of $3.6 million for the three months ended March 31, 2024, reflecting an effective tax rate of 26.5%, compared to $4.4 million, or 26.5%, for the three months ended March 31, 2023.

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.

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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.


	March 31,
	2024
	Estimated
Changes in	12-Months
Interest Rates	Net Interest
(Basis Points)	Income			Change

	(Dollars in thousands)
300	$	119,158	$	15,718
200		113,999		10,559
100		108,835		5,395
0		103,440		—
-100		98,794		(4,646)
-200		93,933		(9,507)
-300		88,594		(14,846)

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 March 31, 2024.


	March 31,
	2024
Changes in	Economic
Interest Rates	Value of
(Basis Points)	Equity			Change

	(Dollars in thousands)
300	$	365,740	$	35,599
200		355,949		25,808
100		344,422		14,281
0		330,141		—
-100		312,816		(17,325)
-200		291,754		(38,387)
-300		265,666		(64,475)

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.

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We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2024, cash and cash equivalents totaled $158.2 million.

At March 31, 2024, through pledging of our securities and certain loans, we had the ability to borrow up to $300.1 million from the FHLB of New York and $55.9 million from the FRB of New York discount window. At March 31, 2024, 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 March 31, 2024.

At March 31, 2024, our off-balance sheet sweeps funds totaled $466.6 million, of which $290.9 million, or 62.3%, was able to be swept onto our balance sheet as reciprocal client relationship deposits.

Our overall liquidity position (cash, borrowing capacity, and available reciprocal client sweep balances) totaled $822.6 million at March 31, 2024, or 57% 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, other correspondent bank lines or obtain additional funds 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 March 31, 2024, 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 March 31, 2024
Total Risk-based Capital Ratio
Bank	10.00	%	10.50	%	15.66	%

Tier 1 Risk-based Capital Ratio
Bank	8.00	%	8.50	%	14.41	%

Common Equity Tier 1 Capital Ratio
Bank	6.50	%	7.00	%	14.41	%

Tier 1 Leverage Ratio
Bank	5.00	%	4.00	%	12.42	%

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

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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, the 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 March 31, 2024. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the quarter ended March 31, 2024, 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.

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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 March 31, 2024, 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, 2023.

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 quarter ended March 31, 2024 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)
January 1, 2024 through January 31, 2024	—	$	—	—	257,694
February 1, 2024 through February 29, 2024	—		—	—	257,694
March 1, 2024 through March 31, 2024	—		—	—	257,694

(1)

On January 9, 2019, the Company announced a share repurchase program, which authorized the purchase of up to 300,000 shares of common stock. There is no expiration date for the stock repurchase program.

Participants in the Company’s stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards and may use a stock swap to exercise stock options. Shares withheld to cover income taxes upon the vesting of restricted stock awards and stock swaps to exercise stock options are repurchased 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 March 31, 2024 were as follows:


Period	Total number of shares purchased		Average price paid per share
January 1, 2024 through January 31, 2024	6,059	$	49.31
February 1, 2024 through February 29, 2024	—		—
March 1, 2024 through March 31, 2024	—		—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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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

32		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 March 31, 2024, 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).

(1)	Incorporated by reference to Exhibit 3.1 in the Registration Statement on Form S-1 (File No. 333-218372) originally filed by the Company under the Securities Act of 1933 with the Commission on May 31, 2017, and all amendments or reports filed thereto.

(2)	Incorporated by reference to Exhibit 3.2 in the Registration Statement on Form S-1/A (File No. 333-218372) originally filed by the Company under the Securities Act of 1933 with the Commission on June 22, 2017, and all amendments or reports filed thereto.

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SIGNATURES

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.


	ESQUIRE FINANCIAL HOLDINGS, INC.

Date: May 10, 2024	/s/ Andrew C. Sagliocca
	Andrew C. Sagliocca
	Vice Chairman, Chief Executive Officer and President

Date: May 10, 2024	/s/ Michael Lacapria
	Michael Lacapria
	Senior Vice President and Chief Financial Officer

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Date	Price Target	Rating	Analyst
10/2/2024	$68.00 → $72.00	Outperform → Mkt Perform	Keefe Bruyette
1/16/2024	$60.00	Strong Buy	Raymond James
10/18/2022	$53.00	Outperform	Keefe Bruyette

SEC Form 10-Q filed by Esquire Financial Holdings Inc.

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