Esquire Financial Holdings, Inc. (ESQ) Q3 2026 Earnings Report, Transcript and Summary

Hello, everyone. Thank you for joining us, and welcome to Esquire Financial Holdings Q3 2026 earnings release conference call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. I will now hand the conference over to Andrew Sagliocca, CEO, Vice Chairman, and President. Andrew, please go ahead.

Thank you, Kenneth. Good morning, everybody. I am joined in my office by Michael Lacapria, our SVP and CFO, and Eric Bader, our EVP and COO. I would like to start the call by thanking and welcoming everybody, including our investors, analysts, board members, managers, and employees, including our new business partners from our new Signature division out of Chicago. I am going to start the call with some high-level thoughts and comments, then turn the call over to Michael for a financial update, and then we will address any questions from those on the call. During the quarter, we successfully closed the Signature Bank merger on August 1, 2026, which diversified our loan portfolio and funding sources, and we also continued to show strong organic growth and performance on a combined basis. At closing, Signature had total assets, loans, and deposits of approximately $1.9 billion, $1.4 billion, and $1.7 billion respectively. The combined results for Signature for the third quarter includes only two months out of the three months of Signature activity. Most importantly, the merger unites two highly talented management teams and employee bases with a strong client relationship and market expertise, positioning the combined company for continued industry-leading growth, performance metrics, and enhanced success. Regarding the conversion, our core system conversions are in progress and targeted for April 2027. There has been no material client attrition to date. Our growth and performance metrics remain materially unchanged from announcement, with certain performance metrics improving as noted in our earnings release. Couple of quick highlights. Excluding the merger, we still experienced strong organic growth in loans and deposits over the past 12 months, totaling approximately $500 million in loan growth and about $450 million in deposit growth. On a linked quarter basis, we continue to demonstrate similar organic loan and deposit growth as the 12-month period. We have solid credit metrics, asset quality, and reserve coverage ratios. When we exclude the merger expenses and certain discrete tax benefit items in the tax line, our adjusted diluted earnings per share was $2.12, and our adjusted return on average assets and return on average tangible equity was 2.34% and 23% respectively. The Signature merger, coupled with our combined asset size, enhanced resources, and diversified loan and deposit platforms, positions our company for continued strong growth and performance, and we believe we will exceed our initial earnings expectations when we announce the merger on March 12, 2026. With that said, I turn it over to Michael to give you his financial update and financial highlights. Michael?

Thank you, Andrew, and good morning. I will provide a brief overview of our third quarter 2026 financial results, as highlighted in our earnings release and investor presentation published earlier this morning. Like Andrew said, please note that this is our first quarter reflecting the post-merger combined company, and the results include two months of Signature's activity from the August 1st closing date. This successful merger closed at a purchase price of $466 million, which is 10% accretive to tangible book value on day one, giving rise to a combined company that is $4.8 billion in assets, $3.4 billion in loans, $4 billion in deposits, and $492 million in tangible equity, net of $247 million in goodwill and a $47 million core deposit intangible as of September 30th. Let me start with net income. For the third quarter, we reported GAAP net income of $17.5 million, or $1.57 per diluted share. These results included $8.9 million of pre-tax merger expenses, which is $7.1 million net of tax and $938,000 of discrete tax benefits related to share-based compensation. Excluding these items, our adjusted net income is $23.6 million or $2.12 per diluted share, which exceeds consensus estimates. This compares to an adjusted net income of $14 million or $1.60 per diluted share on a linked quarter basis, representing a 69% increase. Our adjusted returns on average assets and average tangible equity were 2.34% and 23.1% respectively for the quarter. These remain industry-leading metrics while we continue to invest in our current resources to support future growth and maintain excellence in client service that our customers have come to expect. Our net interest margin for the quarter was 5.74% compared to 5.96% for the trailing quarter. That being said, our normalized net interest margin was approximately 5.68% or six basis points less than the full quarter's result since Signature was included for two of the three months in the current quarter. This decline from prior quarters appropriately reflects the change in the combined asset and funding mix following the acquisition. Loans increased $1.5 billion or 80% to $3.43 billion from June 30th. Of which $1.4 billion was attributable to the Signature merger, while the remaining increase was primarily attributable to organic litigation-related loan growth of $160 million or 49% annualized, bringing our litigation book to $1.46 billion. Our litigation book now represents 42% of loans as compared to 67% in the trailing quarter, provided for by the expected diversification benefit of the combination. On a year-over-year basis, organic loan growth was $497 million, or 32%. As it relates to our litigation loan portfolio, we continue to see strong organic growth, healthy client activity levels, and a tremendous opportunity in the untapped Midwest market. The litigation vertical remains a primary strategic focus, which is a key source of low-cost core funding to the bank that supports asset growth across the balance sheet. Deposits increased $1.8 billion or 83% to $3.8 billion from June 30th. Of which, $1.65 billion was attributable to the Signature merger, and the remaining $147 million was primarily organic litigation-related deposit growth. From the August 1 closing date, deposits increased $55 million or 8% annualized, and on a year-over-year basis, organic deposit growth was $447 million or 24%. Our litigation-related deposits concentration decreased from 79% to 54% as the merger diversified our exposure as expected. Our cost of funds for the quarter, including demand, was 113 basis points. Off-balance sheet sweeps remain a reliable source of liquidity at $776 million with approximately $255 million or 33% available for liquidity if needed. Administrative service payment fee income on these balances totaled $1.1 million for the quarter. Total liquidity, including cash, off-balance sheet sweeps, and other borrowing capacity, was approximately $1.6 billion as of quarter end. Turning over to credit. Credit quality remains solid. Our allowance for credit losses remained at 1.3% of loans consistent with the prior quarter, and we have six non-performing assets totaling $9.7 million, representing 20 basis points on total assets. The 4% increase in NPAs from the trailing quarter is due to the merger. There are also no material charge-offs or significant downgrades to report. Non-interest income increased $1.5 million or 24% as compared to the trailing quarter to $7.9 million, representing 13% of total revenue. Our payments platform continues to be a meaningful contributor to earnings and client engagement. During the quarter, we supported 94,000 small business clients nationwide, processing approximately $10.5 billion in payment volume across 152 million transactions. Operating expenses increased $14.9 million or 71% as compared to the trailing quarter to $36 million, which is attributable to normal Signature operating expenses of $5.2 million, incremental merger expenses of $7.8 million, and $1.8 million of core deposit intangible amortization. Excluding merger expenses and CDI amortization, the adjusted efficiency ratio was an industry-leading 41.1%. Merger expenses incurred inception to date was $11.6 million and is consistent with the guidance at announcement date. Our capital foundation remains strong. The bank Tier one leverage and total risk-based capital ratios were 11.2% and 13.65% respectively, positioning us well above regulatory well-capitalized standards. Now I'll turn the call back over to Andrew for his remarks.

Thank you, Michael, for that thorough update. Kenneth, we're going to turn the call back over to you for the Q&A session.

Great. Thanks, Andrew and Michael. We will now begin the question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality, and if you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question today comes from the line of Justin Crowley with Piper Sandler. Justin, your line is open. Please go ahead.

Good morning, guys.

Good morning, Justin.

Some noise with Signature in the numbers, but still growth obviously looks really, really good here with the litigation vertical running on all cylinders. So wanted to maybe get your thoughts on that vertical and, in particular, the opportunity in Chicago, which I know is a big reason for the deal. Just curious what you've learned so far in terms of what had to be done, maybe anything additional that needs to be done to penetrate that market as you bring the Esquire lending model to the Signature markets.

Great, Justin. Absolutely. First and foremost, as you're aware, Signature, Mick, and his team in Chicago run an excellent commercial banking platform. So there is tremendous opportunity in the commercial market itself, in the Chicago and greater Midwest area. So we start there by saying that's a market that we can continue to tap and continue to grow non-litigation C&I loans and select CRE too. The Chicago market for the litigation-related C&I loans or plaintiff law firms that we primarily bank in our litigation vertical, very robust market. According to our numbers, the third or fourth largest plaintiff law firm market in the country. Signature has done a good job before we've come along in penetrating that market on the depository side. They have a small lending book in this market, but they have a lot of contacts. Mick and Bryan and Kevin, the executives over there, and key members of the business development and relationship management team in the lending area have longstanding deep relationships, not only in the Chicago metro area, but in the litigation area. That is what we have learned since we have announced the deal in March, I think it was March 12th, through today. We have spent, myself, Ari Kornhaber, who runs our litigation division, Frank Lonardo, who is our Chief Credit Officer and heads up the lending area with Bonnie Dougherty, who is our new CLO over the past year, have spent a lot of time in Chicago with Mick and his team, primarily on the business development side. They have really strong relationships in the market and with plaintiff law firms that I believe we are going to be able to leverage as we move forward. I will end with, because you have heard me say this, Justin, and it has proved itself out on our business development team that we hired prior to announcing the Signature deal. It is a long sales cycle with plaintiff law firms. They are all banked. They have to be banked. Their operating and escrow accounts are already banked somewhere. The goal is to get them over to Esquire and attract them, not only with our lending products and what they see as capital in the form of loans we give, but also attract them over because we understand the market and understand their depository needs. Either or both.

Okay. Got it. That is super helpful. I feel like I kind of know the answer here, but just to confirm how you are thinking about growth looking out here. Somewhere in the 15%-20% annual growth, is that still the right way to think about the combined company going forward here?

You should think of the combined company around 15%. We are modeling 2027 at about $500 million of loan growth. Somebody may say that is conservative. You just did $500 million ex Signature. We may be able to print those type of numbers, but it is anything but easy. It is a big heavy lift to get $500 million worth of growth done. Because it usually means we are double or more in notional originations to get that done because our stats on our lending side for our litigation-related loans clearly plays out at about 50% draws on the notional balance. We are comfortable with $500 million worth of growth, which is about 14%. That is a good way to think about growth going into 2027.

Okay. Got it. Just pivoting a little, as far as the margin, I know there are some moving pieces with Signature only in there for two months. If we think about that 568 on an adjusted basis, how do you see that trending from there? I think you previously talked about the margin settling out in the 540-550 range. Obviously, the rate environment has shifted a fair bit since then. Just kind of curious for your updated thoughts there.

Yeah. We are using FHN Financial's model. As of September 4, 2026, they are looking at one more rate increase to 7.25%, if we are looking at prime. If we are looking at fed funds from 4%-4.25%, which takes prime from 7% to 7.25%. Then they hold steady through the end of the third quarter, and then they have rates coming down 25 basis points in the fourth quarter and the first quarter of 2028. With that said, we are looking at a margin of about 5.70%, maybe as high as 5.75%. So a pretty stable margin from what we printed in the third quarter, even though Michael gave you the adjusted number of, I think, 568.

Okay. That 575, is that kind of where you think it, where it reaches? Or are you giving a full year number for 2027?

I am looking at 2027 saying we are going to be somewhere between 570 and 575 for 2027.

Okay, perfect. Then maybe just one last one. I think on a combined basis, you are running with what I think you would probably describe as some excess liquidity, which I know would also have been the case standalone as well. How do you see that cash position trending? What would be the sweet spot if you are able to deploy that liquidity?

I guess the best answer I can give you is we are looking at about 14%-15% growth. In order to achieve half a billion dollars worth of growth, we are going to have to raise about half a billion dollars worth of core deposits, maybe a little less, $400 million, $450 million. Deposits always lag loan growth, but the deposit base is higher than the loan growth because our loans to deposit ratio is about 86%. So we see both of those commensurate. Half a billion dollars worth of loan growth, about $400 million, maybe a little bit more worth of deposit growth. That will deploy some of the excess liquidity. But we are not sitting on a lot of excess liquidity when you look at cash, and we prefer to grow naturally with core deposits and invest it in loans. Obviously, for liquidity purposes, we will continue to stay in the bond market because they are pledgeable at the Federal Home Loan Bank and the Federal Reserve discount window. So we maintain a strong liquidity level. But that is how we see it. But we have played out 2027 and we believe we are comfortable with where earnings is coming out in our revised numbers, along with our expense base and our other fee income base. If that is something you want to talk about, we are open to talking about 2027 and how we view it.

Great. I will leave it there and let others ask questions and circle back if needed.

All right, Justin, thank you.

Your next question comes from the line of Tim Switzer with KBW. Tim, your line is open. Please go ahead.

Hey, good morning. Thanks for taking my questions. Hope you guys are doing well.

Good morning, Tim. Thanks for joining.

Yeah. My first one, I am sorry if you already mentioned this, but I am trying to understand from the press release the 6 basis points within the NIM that you guys are talking about. Was that the purchase accounting benefit from closing Signature?

No. If you think about it, our margin was around six, and their margin was south of six. And mathematically, they are included in our margin for two months, not three. If they were included for three months on a pro forma basis, Michael and I see the margin coming out at about 568, give or take a couple of basis points either way. It has nothing to do with the loan mark. It has nothing to do with the securities and the accretion related to loans and securities. It has everything to do with them being mathematically included in the margin for two out of three months.

Okay. That makes sense. What was the purchase accounting benefit on either a dollar or basis point basis?

Well, the purchase accounting on the securities was the mark, I think, Eric, was about $64 million.

Yeah.

We wound up liquidating most of that at market and buying back in opportunistically at market. We are not tracking the purchase accounting on securities, Tim, which was a material piece because now it is embedded in the bonds that we want to own as a $5 billion company. Eric's goal

Yeah.

Liquidating their position was simple. We are a $5 billion bank. We want to own larger blocks that are easier to pledge at the Federal Home Loan Bank or the discount window. At the same time, we wanted to buy new issuances with shorter duration. That was the goal. Eric expedited trading out of those bonds at the purchase accounting mark and buying into new bonds. What that leaves us with is the loan mark. The accretable loan mark was about $16 million. Its average life.

Okay.

Is about three years.

Okay, so $16 million

That might impact the margin by-

It's 13 basis points.

Yeah. But again, that's a three-year mark. So we'll be living with that for three years as we grow.

Okay. So that's 14 basis points to the NIM this quarter. Should we expect a similar amount in Q4? Is it a little bit higher once you get the full quarter impact?

No, you should expect the NIM to be around 570-575 basis points. If we surprise on the upside, then I will be as surprised as you, and we will obviously change our guidance. That is a pretty strong NIM, considering we all believed on our side, management, when we announced the deal, that we would be operating somewhere in the high 540s or low 550s. So, it has been a great run to the closing. We were opportunistically, like I said, able to trade into new issuances of bonds that made us very comfortable. The purchase accounting came out materially close to what we thought it was going to be when we announced the deal.

Okay. Yeah, no, it is all good to see. What kind of deposit beta assumptions do you guys have embedded within your guidance? Can you also talk about the pricing power you have on the loan side if rates continue to move higher from here?

Yeah. So at this point, with the diversification in the loan book, I think it is about 60% of the total loan book is variable.

Correct.

All right. As opposed to probably close to 85% or 90% pre-acquisition. But it is 60% now. As rates move up, which again, our guidance that we are using is FHN Financial. So we only see rates moving up on fed funds 25 basis points more according to their projections, which is minimal for anybody's model if we are going to use that. The reason I keep giving guidance around 570-575 basis points is we have already had one rate move, and that has played into where our NIM is winding up now at about 568 basis points adjusted. If there is another rate move, I know Eric Bader is going to come in my office and tell me that it would be prudent to move up our IOLTA rates in certain material states. Which would be prudent for those states that we operate in. We want to be a good corporate steward in the states we operate in and have IOLTA powers in. We are comfortable with the margin hanging around 570-575 basis points, considering we only have one more rate increase built into our models.

Got it. Very helpful. Thank you, Andrew.

You are welcome, Tim. Again, like I said to Justin, Tim, if at any point on the call or after the call you want to talk about 2027, both Michael and I have modeled that out and are comfortable with the revised guidance, which is why we put in our earnings release that we believe we are going to exceed the guidance we printed on March 12th with the deal.

Yeah, good to hear. Thank you.

All right.

Your next question comes from the line of Steve Moss with Raymond James. Steve, please go ahead.

Good morning, guys. Nice quarter here.

Good morning, Steve. Thank you.

Maybe just. Morning, Andrew, Eric, Michael. On that subject of looking out to 2027 here, I know you have the integration, the systems conversion and stuff coming up next year. Just kind of curious how you guys are thinking about expenses with regard to the moving parts there. Also just kind of curious, what are your thoughts on additional investments in both franchises as you put them together?

Excellent. I am glad you asked. I really am, because I am going to start the way I never start, which is with what we believe our diluted EPS is going to be in 2027. I want to do that on this call, Steve, because as you know, not only is September not a clean quarter. The obvious noise is the merger charge. There is only two out of three months of Signature in there. So we have not even printed a full quarter combined, which as you know, is going to be the fourth quarter. The way we are looking at 2027 is approximately $9 a share. If you walk through the components of that, you are looking at about a half a billion dollars worth of loan growth, starting with about a $3.5 billion starting point at the end of December. Again, you are looking at about a 570, 575 margin. On a combined basis, we are looking at about $33 million-$34 million of fee income. On a combined basis, we are looking at about $138 million-$140 million of non-interest expense. Our run rate on the tax side is about 28.5%, as long as we do not have any discrete type items and option or restricted stock type exercises. On a normalized basis, we are modeling that tax rate at about 28.5%. So that comes out to about give or take $9 a share on diluted EPS for 2027. You hit it right on the head, Steve. You know us long enough. We are going to continue to invest in resources, and that is people and technology. Because at these kind of growth rates, starting with a $3.5 billion loan book and a $4.8 billion combined asset base and size for the company, printing about 14% loan growth or half a billion dollars, which again means we're going to print about a billion or more of notional to get about half a billion dollars worth of loan growth. We are going to continue to invest in business development, relationship managers, where they're managing the ongoing clients. We're going to continue to invest in the lending area, especially on the C&I side, both litigation and commercial, where we see growth. Signature had a great commercial real estate team. We think that the combined team will be able to handle the growth in that portfolio on a combined basis across those two regions. Obviously, we continually invest in technology, which when I say that, it could be as simple as investing in data, which we continuously do to make sure that our digital marketing platform is leading and in front of our business development officers nationally around the country.

Appreciate all that color there. I guess just as you guys continue to invest and grow here, and you put up a really good quarter here in terms of growth, it feels like the loan growth guidance may be a little bit conservative. Maybe just getting a little spoiled here with the numbers you're putting up. If the pipeline's strong, I know you put on a lot this quarter. I hear you in terms of a billion in commitments. Is that just you guys being conservative here on the loan growth, or are there maybe puts and takes that we're not thinking of?

Well, I think in any year or any quarter, we always have a minority of larger opportunities and a majority of smaller opportunities. I can't always count on the minority of larger opportunities happening on a continuous basis. I am very comfortable with when I say the smaller loans, those loans, call it, if I had to pick a number, I'd say $25 million in notional and below. Those loans that are greater than $25 million in notional and above. I can't build and run a company counting on those type of opportunities over and over again. Am I being conservative? I think I'm being realistic with half a billion dollars worth of loan growth. I think we just closed the deal on August 1. We, as a combined entity, where now we have not only doubled the size of the company effectively, but we have doubled the employee base. We have not gone through system conversions. Core system conversions is not the only thing that any bank has to focus on as they look towards April 2027 for conversion. There are management systems we need to convert. There are CRM platforms and loan underwriting platforms and deposit and loan origination platforms. There is culture we have to align. There is a lot of work in deals that goes unnoticed that the numbers do not reflect. I do not think we are being conservative. I think we are being realistic. I think 14%-15% growth is a great print. I think $9 a share, give or take, is a great print right after the deal. What I do not want to do is overpromise on a call like this, knowing how much work we have to do that has nothing to do with originating the next loan.

Great, Andrew. I appreciate all that color. Really helpful here and great quarter, and good luck with the integration.

Thank you, Steve. As you know, as we get through the fourth quarter and into the first, if we are feeling better about growth, and we think half a billion dollars is on the conservative end, people like you and Tim and Justin will be the first to know.

Appreciate that. Looking forward to it.

All right, Steve. Thank you.

Your next question comes from the line of Alan Strauss with Ithaca Capital. Alan, your line is open. Please go ahead.

All right. Good morning. A few questions. One on the system conversion. Are the two companies on the same core operating system, or are you on different systems that makes this even heavier lifting?

We are on Fiserv Signature. They are on Jack Henry. We are on two different core systems. Not sure if it makes it a heavier lift. It obviously does, compared to us being on the same platform. Jack Henry is Signature, and we are on Fiserv.

Okay. Which one is going to be the winning system?

Fiserv. The Fiserv-

Okay.

Signature system will be what our new clients at the former Signature Bank will be converted to.

Okay, great. Looking out, say, a year to two years, is it feasible to take out some of the asset sensitivity of the bank, or will the combined entities always be asset sensitive?

The combined entity will always be asset sensitive. That's starting with today, obviously. Our concentration is less. It's about 60%, and I think 100 basis points up, we're looking at about a 6.7% increase in net interest income, which we put in the investor deck on page 11.

Okay. All right. Last question on the combined company, given the loan growth that you see, what would be the appropriate payout ratio on the dividend looking out?

That's a good question, and that's a discussion we need to have at the board meeting. We've traditionally paid out about 10% or 12% dividend payout ratio based on earnings. That's our traditional pre-merger ratio that we reevaluate going into the end of the year and typically announce in early the following year. With these growth projections, our focus is not necessarily on tangible capital to assets or the leverage ratio. Our focus is on our total capital ratio since we are heavily weighted towards C&I loans, which are 100% risk-weighted. So when we look at dividends, we're not only looking at a dividend payout ratio, but we're looking at capital preservation as we balance it between using capital towards growth or using capital towards dividend with a keen eye on the total risk-adjusted capital ratio. That about right, Michael?

Sounds right to me.

Okay.

Okay. Yeah. Thanks.

Thank you.

That is it.

There are no further questions at this time. I will now turn the call back to Andrew for closing remarks.

Great, Kenneth. Thank you. I want to thank everybody on the call. I know that we have some investors and analysts, obviously, board members, managers, employees. I hope our friends and our new business partners at Signature in Chicago were able to join us. I want to congratulate everybody, our board, our management team, our employee base. This was a very heavy lift. As you could imagine, the bank prior to the acquisition was about a $2.7 billion bank. So again, effectively not only double the size of assets and loans and deposits, but we doubled the employee base. As you are aware, Chicago is about 850 miles away from New York, so there has been a lot of traveling back and forth between management group and employees, to make this happen and also plan for the system conversion scheduled at this point for April '27. I just want to take a moment to thank all of our employees for their focus, their care, their dedication, and their diligent and hard work to get us to this point. We are very pleased with the company's combined performance, and we are very positive about our earnings expectations and performance as we look forward. So thank you, everybody, and thank you, Kenneth.

This concludes today's call. Thank you for attending. You may now disconnect.