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Section 1: 8-K (FORM 8-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

  

Date of report (Date of earliest event reported): January 25, 2018

 

 

 

Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified in its charter)

 

 

 

Maryland 001-38131 27-5107901

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS 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)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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. x

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

  

On January 25, 2018, Esquire Financial Holdings, Inc. (the “Company”), the holding company for Esquire Bank, National Association, issued a press release announcing its earnings for the three months and the year ended December 31, 2017. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 2.02, including the related information set forth in the press release, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.

 

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  Exhibit No.   Description
  99.1   Press Release dated January 25, 2018.

 

 

 

 

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, hereunto duly authorized.

  

  ESQUIRE FINANCIAL HOLDINGS, INC.
     
     
Dated:  January 25, 2018 By: /s/ Andrew C. Sagliocca
    Andrew C. Sagliocca
    President and Chief Executive Officer

  

 

 

 

 

 

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

ESQUIRE FINANCIAL HOLDINGS, INC.

REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS

Growth in Net Income, Fee Income, Loans, Core Deposits and Capital

 

Jericho, NY – January 25, 2018 – Esquire Financial Holdings, Inc. (NASDAQ: ESQ) (the “Company”), the holding company for Esquire Bank, National Association (“Esquire Bank”), today announced fourth quarter and year end results for 2017. Significant achievements during the quarter and year include:

 

·Adjusted net income(1) increased 95% over 2016 to $1.3 million, or $0.18 per diluted common share for the quarter ended December 31, 2017. For the year ended December 31, 2017, adjusted net income(1) increased 53% over 2016 to $4.3 million, or $0.69 per diluted common share. Net income (GAAP basis) was $661 thousand or $0.09 per diluted common share and $3.6 million or $0.58 per diluted common share, for the quarter and year ended December 31, 2017, respectively.
·Adjusted returns on average assets and common equity(1) were 1.06% and 6.39%, respectively, and 0.95% and 6.38%, respectively, for the quarter and year ended December 31, 2017. Returns on average assets and common equity (GAAP basis) were 0.52% and 3.14%, respectively, and 0.80% and 5.38%, respectively for the quarter and year ended December 31, 2017.
·Supported by our strong net interest margin of 4.58%, net interest income for the fourth quarter increased $1.5 million over 2016, or 34%, to $5.7 million.
·Total assets were $533.6 million, a $109 million or 26% increase when compared to year end 2016.
·On a linked quarter basis, loans increased $20.3 million or 25% annualized to $349 million from $328.7 million for the third quarter of 2017, primarily driven by our higher yielding commercial and consumer loan categories. Our loan to deposit ratio was 78%.
·Continued solid asset quality metrics and reserve coverage with no non-performing assets and an allowance for loan losses to total loans of 1.22% at December 31, 2017.
·Non-interest income, consisting primarily of merchant services fees, increased 55% to $1.6 million compared to the quarter ended December 31, 2016, or 22% of total revenue.
·Deposits totaled $448.5 million, a $77.7 million or 21% increase from year end 2016 with a cost of funds of 0.13% (including demand deposits) for the quarter. Off-balance sheet funds totaled $478 million at December 31, 2017.
·Esquire Bank remains well above the bank regulatory “Well Capitalized” standards.

 

“2017 has been a transformational year for Esquire. We successfully closed our IPO while achieving strong growth and record earnings in 2017,” stated Dennis Shields, Executive Chairman.

 

“With our new capital and low-cost core deposits as our foundation, we believe that we will continue to drive strong returns in 2018,” stated Andrew C. Sagliocca, President and Chief Executive Officer. “Our unique and diversified revenue stream should continue to drive our efficiency ratio down, producing strong results in 2018.”

 

 

(1)-Figure has been adjusted to exclude impact of revaluation of net deferred tax asset as a result of the new federal tax legislation. See non-GAAP reconciliation provided elsewhere herein.

 

 

 

  

Net Earnings and Returns

 

Net income for the quarter ended December 31, 2017 was $661 thousand or $0.09 per diluted common share, compared to $691 thousand or $0.14 per diluted common share for 2016. Returns on average assets and common equity for the current quarter were 0.52% and 3.14%, respectively, compared to 0.67% and 5.29% in 2016, respectively. The fourth quarter was negatively impacted by the new federal tax legislation which resulted in a $683 thousand write-down on the revaluation of our net deferred tax asset. Excluding this revaluation, net income increased to $1.3 million or $0.18 per diluted common share, representing a 94.5% increase from the prior year quarter. Net income for the year ended December 31, 2017 was $3.6 million or $0.58 per diluted common share, compared to $2.8 million or $0.55 per diluted common share for 2016. Returns on average assets and common equity for the year ended December 31, 2017 and 2016 were 0.80% and 5.38%, respectively, compared to 0.74% and 5.48% in 2016, respectively. Excluding the net deferred tax asset revaluation, net income increased to $4.3 million or $0.69 per diluted common share, representing a 53.3% increase from the prior year ended December 31, 2016.

 

Net interest income for the fourth quarter of 2017 increased $1.5 million, or 34.4%, to $5.7 million, primarily due to growth in average interest earning assets totaling $92.6 million, or 23.0%, to $495.1 million when compared to 2016. Our net interest margin increased to 4.58% for the fourth quarter of 2017 compared to 4.20% in 2016. Average loans in the quarter increased $61.7 million or 22.4%, to $336.8 million and average securities increased $25.6 million, or 26.5%, to $122.5 million when compared to the fourth quarter of 2016. For the year ended December 31, 2017, net interest income increased $4.2 million or 26.8% to $19.9 million, primarily due to growth in average interest earning assets totaling $79.4 million, or 21.5%, to $448.2 million when compared to the year ended December 31, 2016. The Company’s net interest margin increased to 4.43% for the year ended 2017 compared to 4.25% in 2016. Average loans for the year ended 2017 increased $57.3 million or 23.1% to $305.3 million and average securities increased $20.7 million or 23.5% to $108.5 million when compared to the year ended December 31, 2016. Increases in loans and securities for the quarter and year ended December 31, 2017 represented organic growth funded with low cost core deposits. Growth in our higher yielding commercial attorney and consumer post-settlement loan products largely contributed to the increase in net interest margin for the quarter and year ended December 31, 2017.

 

The provision for loan losses was $180 thousand for the fourth quarter of 2017, $40 thousand higher than the comparable period in 2016 and $905 thousand for the year ended December 31, 2017, $310 thousand higher than prior year. The higher provision in the quarter ended and year ended December 31, 2017 reflected loan growth in the higher yielding commercial and consumer loan categories.

 

Non-interest income increased $569 thousand or 54.8%, to $1.6 million for the fourth quarter of 2017, and increased $1.4 million or 33.7%, to $5.5 million for the year ended 2017. The increases for both periods were primarily due to increases in customer related fees and service charges coupled with growth in merchant processing income.

 

Non-interest expense increased $778 thousand to $4.8 million in the fourth quarter of 2017 and increased $2.8 million to $17.4 million for the year ended December 31, 2017. These increases were primarily driven by increases in employee compensation and benefits costs, data processing costs, and professional and consulting services. The increase in compensation and benefit costs was due to the Company’s continued growth and related hiring efforts as well as increases in current salaries and an additional incentive payment to certain executive officers due to the successful IPO totaling approximately $200 thousand. The increase in data processing costs was due to investments in technology to support our future growth initiatives. The increase in professional and consulting services was due primarily to additional costs related to being a public company. The Company’s efficiency ratio decreased to 65.8% and 68.7% for the quarter and year ended December 31, 2017, respectively.

 

 

 

 

The effective tax rate was 71.6% for the quarter due to the write-down on the revaluation of the net deferred tax asset as a result of the new federal tax legislation. Excluding this revaluation totaling $683 thousand, our effective tax rate would have been approximately 42.3% for the quarter ended 2017. The new tax legislation reduces the top federal corporate statutory rate from 35% to 21%. We expect our effective tax rate for subsequent quarters to be approximately 27%.

 

Balance Sheet and Asset Quality

 

At December 31, 2017, total assets were $533.6 million, reflecting a $108.8 million or 25.6% increase from December 31, 2016. This increase is primarily attributable to increases in loans totaling $70.4 million or 25.3% to $349.0 million and increases in securities available for sale totaling $36.1 million or 39.0% to $128.8 million at December 31, 2017. This growth was primarily funded with low cost core deposits. Esquire Bank had did not have any non-performing assets at December 31, 2017 or 2016. The allowance for loan losses was $4.3 million, or 1.22% of total loans, at December 31, 2017 as compared to $3.4 million, or 1.23% of total loans, at December 31, 2016.

 

Total deposits were $448.5 million at December 31, 2017, a $77.7 million, or 21.0%, increase from December 31, 2016. This was primarily due to a $65.9 million, or 52.7%, increase in non-interest bearing demand deposits to $190.8 million at December 31, 2017 from December 31, 2016. The Company also continued to prudently manage its balance sheet through its mass tort deposit sweep programs, maintaining off-balance sheet funds totaling $478.0 million at December 31, 2017. These funds are a current source of fee based income and should be a source of deposit growth in the future.

 

Stockholders’ equity increased $31.2 million from December 31, 2016 to $83.4 million at December 31, 2017 primarily due to our successful initial public offering (“IPO”). On June 30, 2017, the Company sold 1,800,000 shares and selling stockholders sold 563,873 shares of Esquire common stock at $14.00 per share in the offering. The Company did not receive any proceeds from the sale of shares by the selling stockholders nor did selling stockholders include any members of the board of directors or executive management. The offering resulted in net proceeds to the Company of $21.7 million, after deducting the underwriting discount and offering related expenses. On July 20, 2017, the Company sold 354,580 additional shares of common stock at the public offering price of $14.00 per share pursuant to the underwriter’s over-allotment option. The net proceeds to the Company, after deducting the underwriting discount and estimated offering expenses associated with the over-allotment option, were approximately $4.6 million. Esquire Bank remains well above bank regulatory “Well Capitalized” standards.

 

With excess capital as its foundation, the Company anticipates continued earnings growth in 2018 driven by its robust commercial, post settlement consumer and small business loan pipelines, as well as its merchant services and other fee income.

 

 

 

  

About Esquire Financial Holdings, Inc.

 

Esquire Financial Holdings, Inc. is a bank holding company headquartered in Jericho, New York, with one branch office in Garden City, New York and an administrative office in Palm Beach Gardens, Florida. Its wholly-owned subsidiary, Esquire Bank, National Association, is a full service commercial bank dedicated to serving the financial needs of the legal industry and small businesses nationally, as well as commercial and retail customers in the New York metropolitan area. The bank offers tailored products and solutions to the legal community and their clients as well as dynamic and flexible merchant services solutions to small business owners. For more information, visit www.esquirebank.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release includes “forward-looking statements” relating to future results of the Company. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to: changes in business plans as circumstances warrant; changes in general economic, business and political conditions, including changes in the financial markets; and other risks detailed in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission. The forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as may be required by law.

 

Contact Information:

 

Eric Bader

Executive Vice President and Chief Financial Officer

Esquire Financial Holdings, Inc.

(516) 535-2002

eric.bader@esqbank.com

 

 

 

  

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Statement of Condition (unaudited)

(all dollars in thousands except per share data)

 

   December 31,   December 31, 
   2017   2016 
ASSETS          
Cash and cash equivalents  $43,077   $42,993 
Securities available for sale, at fair value   128,758    92,645 
Securities, restricted at cost   2,183    1,649 
Loans   348,978    278,578 
Less: allowance for loan losses   (4,264)   (3,413)
Loans, net of allowance   344,714    275,165 
Premises and equipment, net   2,546    2,767 
Other assets   12,351    9,614 
Total Assets  $533,629   $424,833 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Demand deposits  $190,847   $124,990 
Savings, NOW and money market deposits   230,715    221,843 
Certificates of deposit   26,932    23,955 
Total deposits   448,494    370,788 
Other liabilities   1,752    1,859 
Total liabilities   450,246    372,647 
Total stockholders' equity   83,383    52,186 
Total Liabilities and Stockholders' Equity  $533,629   $424,833 
           
Selected Financial Data          
Common shares outstanding   7,326,536    5,002,950 
Book value per common share  $11.38   $10.29 
Equity to assets   15.63%   12.28%
           
Capital Ratios (1)          
Tier 1 leverage ratio   12.78%   11.63%
Common equity tier 1 capital ratio   17.26%   16.09%
Tier 1 capital ratio   17.26%   16.09%
Total capital ratio   18.41%   17.25%
           
Asset Quality Ratios          
Allowance for loan losses to total loans   1.22%   1.23%
Non-performing loans to total loans   0.00%   0.00%
Non-performing assets to total assets   0.00%   0.00%

 

(1)-Regulatory capital ratios presented on bank-only basis        

 

 

 

  

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Income Statement (unaudited)

(all dollars in thousands except per share data)

   

   Three months ended   Twelve months ended 
   December 31,   December 31, 
   2017   2016   2017   2016 
Interest income  $5,852   $4,389   $20,394   $16,168 
Interest expense   137    137    538    511 
Net interest income   5,715    4,252    19,856    15,657 
Provision for loan losses   180    140    905    595 
Net interest income after provision for loan losses   5,535    4,112    18,951    15,062 
Merchant processing income   855    759    3,322    3,080 
Other non-interest income   752    279    2,194    1,045 
Total non-interest income   1,607    1,038    5,516    4,125 
Salaries and benefits   2,892    2,183    10,072    8,244 
Other expenses   1,922    1,853    7,361    6,355 
Total non-interest expense   4,814    4,036    17,433    14,599 
Income before income taxes   2,328    1,114    7,034    4,588 
Income taxes   1,667    423    3,390    1,766 
Net income  $661   $691   $3,644   $2,822 
                     
Earnings per Common Share                    
Basic  $0.09   $0.14   $0.59   $0.56 
Diluted  $0.09   $0.14   $0.58   $0.55 
Basic - adjusted (1)  $0.18   $0.14   $0.70   $0.56 
Diluted - adjusted (1)  $0.18   $0.14   $0.69   $0.55 
                     
Selected Financial Data                    
Return on average assets   0.52%   0.67%   0.80%   0.74%
Return on average common equity   3.14%   5.29%   5.38%   5.48%
Adjusted return on average assets(1)   1.06%   0.67%   0.95%   0.74%
Adjusted return on average common equity(1)   6.39%   5.29%   6.38%   5.48%
Net interest margin   4.58%   4.20%   4.43%   4.25%
Efficiency ratio (2)   65.8%   76.3%   68.7%   73.8%

 

(1)-Figure has been adjusted to exclude impact of revaluation of net deferred tax asset as a result of the new federal tax legislation. See non-GAAP reconciliation provided elsewhere herein

(2)-Figure has been adjusted to exclude impact of realized gains and losses on securities. See non-GAAP reconciliation provided elsewhere herein

 

 

 

 

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Average Balance Sheets and Average Yields/Cost (unaudited)

(all dollars in thousands)

 

   For the Three Months Ended December 31, 
   2017   2016 
   Average       Average   Average       Average 
EARNING ASSETS  Balance   Interest   Yields/Cost   Balance   Interest   Yields/Cost 
Loans  $336,838   $5,035    5.93%  $275,174   $3,861    5.58%
Securities, includes restricted stock   122,460    740    2.40%   96,836    499    2.05%
Interest earning cash   35,846    77    0.85%   30,567    29    0.38%
Total interest earning assets   495,144    5,852    4.69%   402,577    4,389    4.34%
                               
NON-INTEREST EARNING ASSETS                              
Cash and due from banks   547              548           
Other assets   7,415              9,773           
                               
TOTAL AVERAGE ASSETS  $503,106             $412,898           
                               
INTEREST-BEARING LIABILITIES                              
Savings, NOW, Money Markets  $234,697    108    0.18%  $214,348    107    0.20%
Time deposits   27,297    24    0.35%   23,996    24    0.40%
Total deposits   261,994    132    0.20%   238,344    131    0.22%
Secured borrowings   280    5    7.08%   482    6    4.95%
Total interest-bearing liabilities   262,274    137    0.21%   238,826    137    0.23%
                               
NON-INTEREST BEARING LIABILITIES                              
Demand deposits   154,931              120,059           
Other liabilities   2,437              1,336           
Total non-interest bearing liabilities   157,368              121,395           
Stockholders' equity   83,464              52,677           
                               
TOTAL AVG. LIABILITIES AND EQUITY  $503,106             $412,898           
Net interest spread       $5,715    4.48%       $4,252    4.11%
                               
Net interest margin             4.58%             4.20%

 

 

 

  

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Average Balance Sheets and Average Yields/Cost (unaudited)

(all dollars in thousands)

 

   For the Twelve Months Ended December 31, 
   2017   2016 
   Average       Average   Average       Average 
EARNING ASSETS  Balance   Interest   Yields/Cost   Balance   Interest   Yields/Cost 
Loans  $305,339   $17,554    5.75%  $248,068   $14,071    5.67%
Securities, includes restricted stock   108,497    2,549    2.35%   87,830    1,964    2.24%
Interest earning cash   34,346    291    0.85%   32,849    133    0.40%
Total interest earning assets   448,182    20,394    4.55%   368,747    16,168    4.38%
                               
NON-INTEREST EARNING ASSETS                              
Cash and due from banks   545              550           
Other assets   7,587              10,100           
                               
TOTAL AVERAGE ASSETS  $456,314             $379,397           
                               
INTEREST-BEARING LIABILITIES                              
Savings, NOW, Money Markets  $221,997    424    0.19%  $203,185    414    0.20%
Time deposits   24,299    93    0.38%   17,041    72    0.42%
Total deposits   246,296    517    0.21%   220,226    486    0.22%
Secured borrowings   298    21    7.05%   405    25    6.17%
Total interest-bearing liabilities   246,594    538    0.22%   220,631    511    0.23%
                               
NON-INTEREST BEARING LIABILITIES                              
Demand deposits   139,674              105,036           
Other liabilities   1,908              1,094           
Total non-interest bearing liabilities   141,582              106,130           
Stockholders' equity   68,138              52,636           
                               
TOTAL AVG. LIABILITIES AND EQUITY  $456,314             $379,397           
Net interest spread       $19,856    4.33%       $15,657    4.15%
                               
Net interest margin             4.43%             4.25%

 

 

 

  

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Non-GAAP Financial Measure Reconciliation (unaudited)

(all dollars in thousands except per share data)

  

Adjusted net income, which is used to compute adjusted return on average assets, adjusted return on average common equity and adjusted earnings per common share, excludes the impact of a reduction in the value of our net deferred tax asset related to enactment of the new federal tax legislation.

 

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our financial position, results and ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for this measure, this presentation may not be comparable to other similarly titled measures by other companies.

  

   Three months ended   Twelve months ended 
   December 31,   December 31, 
   2017   2016   2017   2016 
Net income  $661   $691   $3,644   $2,822 
Add: Deferred tax revaluation   683    -    683    - 
Adjusted net income  $1,344   $691   $4,327   $2,822 
                     
Return on average assets-GAAP   0.52%   0.67%   0.80%   0.74%
Add: Deferred tax revaluation   0.54%   0.00%   0.15%   0.00%
Adjusted return on average assets   1.06%   0.67%   0.95%   0.74%
                     
Return on average common equity-GAAP   3.14%   5.29%   5.38%   5.48%
Add: Deferred tax revaluation   3.25%   0.00%   1.00%   0.00%
Adjusted return on average common equity   6.39%   5.29%   6.38%   5.48%
                     
Diluted earnings per share-GAAP  $0.09   $0.14   $0.58   $0.55 
Add: Deferred tax revaluation   0.09    -    0.11    - 
Adjusted diluted earnings per share  $0.18   $0.14   $0.69   $0.55 

  

 

 

  

ESQUIRE FINANCIAL HOLDINGS, INC.

Condensed Consolidated Non-GAAP Financial Measure Reconciliation (unaudited) (continued)

(all dollars in thousands)

  

The efficiency ratio, adjusted, is a non-GAAP measure of expense control relative to adjusted revenue. We calculate the efficiency ratio, adjusted, by dividing total noninterest expenses, as determined under GAAP, by the sum of total net interest income and total noninterest income, each as determined under GAAP, but excluding net gains on securities and other non-recurring income sources, if applicable, from this calculation, which we refer to above as recurring revenue. We believe that this provides one reasonable measure of recurring expenses relative to recurring revenue.

 

 

Efficiency Ratio

                
Net interest income  $5,715   $4,252   $19,856   $15,657 
Noninterest income   1,607    1,038    5,516    4,125 
Less:  Net gains on sales of securities   -    -    -    6 
Recurring revenue  $7,322   $5,290   $25,372   $19,776 
                     
Total noninterest expense  $4,814   $4,036   $17,433   $14,599 
                     
Efficiency ratio   65.8%   76.3%   68.7%   73.8%

 

 

 

 

 

 

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