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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

or

    TRANSITION REPORT PURSUANT TO SECTION 13 2023

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number:   File Number 001-38589

COASTAL FINANCIAL CORPORATION

(Exact name of registrantRegistrant as specified in its charter)

Charter)

Washington

56-2392007

(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer
Identification No.)

5415 Evergreen Way, Everett, Washington

98203

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (425) 257-9000

(425) 257-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading
Symbol(s)
Name of each exchange on which registered
Common Stock, no par value per share

CCB

The

Nasdaq StockGlobal Select Market LLC

Title of Class

Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES     NO

Yes o No x

Indicate by check mark if the registrantRegistrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES     NO

Yes oNo x

Indicate by check mark whether the registrant: (l)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 registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES     NO

Yes x No o

Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit such files). YES     NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes x No o

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

☐ 

o

Accelerated filer

☐ 

x

Non-Accelerated

Non-accelerated filer

☒  

o

Smaller reporting company

Smaller Reporting Company

☐ 

o

Emerging Growth Company

growth company

☒ 

o

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.

o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES      NO

Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market on June 30, 20182023, was $28.1 million.  $419,735,528.
The number of shares outstanding of the registrant’s common stockRegistrant’s Common Stock outstanding as of March 27, 20197, 2024 was 11,902,715.

13,382,515.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the 2019its 2024 Annual Meeting of StockholdersShareholders are incorporated by reference into Part III of this Annual Report on Form 10-K



INDEX

10-K.



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INDEX

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Item 1

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Item 1A

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2023 (this Report on Form 10-K) contains forward-looking statements.statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Any or all of the forward-looking statements in this reportReport on Form 10-K may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this reportReport on Form 10-K should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption “Item 1A:1A. Risk Factors” and elsewhere in this report, as well as the following factors:

our expected future financial results;

Report on Form 10-K;

the overall health of the local and national real estate market;

the credit risk associated with our loan portfolio, and specifically with our commercial real estate loans;

changes in business and economic conditions generally and in the financial services industry, nationally and within our market area;

area, particularly in the markets in which we operate and in which our loans are concentrated;
our expected future financial results;

the overall health of the local and national real estate market;

the credit risk associated with our loan portfolio, such as possible additional credit losses and impairment of collectability of loans and specifically with our commercial real estate loans;
changes in market interest rates and impacts of such changes on our profits and business;
our ability to maintain an adequate level of allowance for loan losses;

generate and grow revenue through our relationships with broker dealers and digital financial service providers;

our ability to successfully manage liquidity risk;

our ability to implement our growth strategy and manage costs effectively;

our ability to maintain an adequate level of allowance for credit losses;

our level of nonperforming assets and the costs associated with resolving problem loans;

the composition of our senior leadership team and our ability to attract and retain key personnel;

our ability to raise additional capital to implement our business plan;

changes in market interest rates and impacts of such changes on our profits and business;

the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents;

interruptions involving our information technology and telecommunications systems or third-party servicers;

servicers, including as a result of cybersecurity-related incidents;
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board (“FASB”), including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

our ability to maintain our reputation;

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increased competition in the financial services industry;

regulatory guidance on commercial lending concentrations;

the effectiveness of our risk management framework;

the costs and obligations associated with being a public company;

the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject;

i


the extensive regulatory framework that applies to us;

the soundness of other financial institutions and the impacts related to or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions;

the impact of recent and future legislative and regulatory changes and economic stimulus programs and other changes in banking, securities and tax laws and regulations, and their application by our regulators;

the impact on the Company’s operations due to epidemic illnesses, natural or man-made disasters, such as earthquakes, tsunamis, wildfires and flooding, the effects of regional or national civil unrest, wars and acts of terrorism, and political developments that may disrupt or increase volatility in securities or otherwise affect economic conditions;

fluctuations in the value of the securities held in our securities portfolio;

governmental monetary and fiscal policies;

material weaknesses in our internal control over financial reporting; and

our success at managing the risks involved in the foregoing items.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report.Report on Form 10-K. 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. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

events except as required by law.

ii


Table of ContentsPART
PART I

Item 1.

Business

Item 1.     Business
Our Company

Coastal Financial Corporation (the “Company”(“Company”) is a registered bank holding company, that operates through ourwhose wholly owned subsidiary,subsidiaries are Coastal Community Bank (the “Bank’(“Bank”) and Arlington Olympic LLC (“LLC”). We are headquarteredThe Company is a Washington state corporation that was organized in Everett,2003. The Bank was incorporated and commenced operations in 1997 and is a Washington state-chartered commercial bank and Federal Reserve System (“Federal Reserve”) member bank. The LLC was formed in 2019 and owns the Company’s Arlington branch, which by population is the largest city in, andBank leases from the county seat of, Snohomish County. We focus on providing a wide range of banking products and services to consumers and small to medium sized businesses in the broader Puget Sound region in the state of Washington. We currently operate 14 full-service banking locations, 11 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and three of which are located in neighboring counties (one in King County and two in Island County). As of December 31, 2018, we had total assets of $952. 1 million, total loans of $767.9 million, total deposits of $803.6 million and total shareholders’ equity of $109.2 million.

On July 20, 2018, the Company completed its initial public offering of 2,577,500 shares of common stock, for approximate net proceeds of $33,243,000 after deducting underwriting discounts, commissions, and offering expenses.

LLC. Our executive offices are located at 5415 Evergreen Way, Everett, Washington 98203 and our telephone number is (425) 257-9000. Our website address is www.coastalbank.com. Information on our website should not be considered a part of this report.

Report on Form 10-K.

We are headquartered in Everett, Washington, which by population is the largest city in, and the county seat of, Snohomish County. Our business is conducted through three reportable segments: The community bank, CCBX and treasury & administration. The primary focus of the community bank is on providing a wide range of banking products and services to consumers and small to medium sized businesses in the broader Puget Sound region in the state of Washington and through the Internet and our mobile banking application. We currently operate 14 full-service banking locations, 12 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and two of which are located in neighboring counties (one in King County and one in Island County). The CCBX segment provides banking as a service (“BaaS”) that allows our broker-dealer and digital financial service partners to offer their customers banking services. The CCBX segment has a total of 21 partners, 19 that are active with two more currently in the testing or implementation stage as of December 31, 2023. The treasury & administration segment includes investments, debt and other reporting items that are not specific to the community bank or CCBX segments. The Bank’s deposits are insured in whole or in part by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is subject to regulation by the Federal Reserve and the Washington State Department of Financial Institutions Division of Banks. The Federal Reserve also has supervisory authority over the Company.
As of December 31, 2023, we had total assets of $3.75 billion, total loans receivable of $3.03 billion, total deposits of $3.36 billion and total shareholders’ equity of $295.0 million.
Throughout this report,Report on Form 10-K, references to “we,” “us” or “our” refer to the Company or the Bank, or both, as the context indicates.

Our Markets

We define our community bank market broadly as the Puget Sound region in the state of Washington, which encompasses the Seattle MSA, the metropolitan areas of Olympia, Bremerton and Mount Vernon,King, Kitsap, Pierce, Snohomish, Skagit, Thurston and Island County. The Seattle MSA includes Snohomish County (which contains the city of Everett), King County (which contains the cities of Seattle and Bellevue) and Pierce County (which contains the city of Tacoma).Counties. The Puget Sound region, which comprises over 60%62% of the population of the state of Washington, as well asand approximately 62% of the number of businesses located therein according to data obtained through S&P Global, is a growing market, currently withhas a population of approximately 4.75.0 million, over 178,000174,000 businesses and $115$159.5 billion of deposits.

deposits with us and other banking institutions located in the region.

We are the largest locally headquartered bank by deposit market share in Snohomish County, according to data from the FDIC as of June 30, 2018,2023, at which date we had a five percent15.8% deposit market share in Snohomish County.County, which was up from 13.0% in 2022 and 9.0% in 2021. We aim to continuously enhance our customer base, increase loans and deposits and expand our overall market share in Snohomish County. In light of our market position and our business strategy, we do not regularly compete for commercial or retail deposits in the city of Seattle, and we believe this strategic decision has enabled us to generate low cost core deposits to fund our loan growth.

Our CCBX market extends throughout the United States through our broker dealers and digital financial services partners. Our CCBX partners make our banking products and services available to their consumers, partners and workforce through integration with our banking platform. In doing so, our addressable market expands to a broader spectrum of consumers as well as small businesses. Working with our CCBX partners allows us to provide a broader range of services for different demographics through their offerings. Developing the kind of unique offerings to specific under-served or under-banked populations would be difficult for a bank our size, but through our CCBX partnerships we are able to use our banking charter to support this effort in a much broader scope.
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Segment Reporting
The Company has three reportable segments: The community bank, CCBX and treasury & administration. The community bank segment includes all community banking activities, with a primary focus on providing a wide range of banking products and services to consumers and small to medium sized businesses in the broader Puget Sound region in the state of Washington and through the Internet and our mobile banking application. We currently operate 14 full-service banking locations, 12 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and two of which are located in neighboring counties (one in King County and one in Island County). The CCBX segment provides BaaS that allows our broker-dealer and digital financial service partners to offer their customers banking services. The CCBX segment has a total of 21 partners, 19 that are active with two more currently in the testing or implementation stage as of December 31, 2023. The treasury & administration segment includes investments, debt and other reporting items that are not specific to the community bank or CCBX segments. For more information about each of the Company’s reportable segments, please refer to “Note 21 – Segment Reporting” of the accompanying notes to the consolidated financial statements included elsewhere in this report.
Our Banking Services

Lending Activities

We focus primarily on commercial lending, with an emphasis on commercial real estate.estate in the community bank. We offer a variety of loans to business owners, including commercial and industrial loans and commercial real estate loans secured by owner-occupied commercial properties. We also offer non-owner occupied commercial real estate loans, multi-family loans, and construction and development loans to investors and developers. To a lesser extent, weWe also offer residential real estate loans and to a lesser extent, consumer loans.

loans in the community bank. We offer commercial and consumer loans through CCBX.

Commercial and Industrial Loans. As of December 31, 2023, we had $291.3 million of commercial and industrial loans, representing 9.6% of total loans. Included in the commercial and industrial loan balance is $149.5 million in community bank loans and $141.8 million in CCBX commercial loans. We make commercial and industrial loans, including term loans, Small Business Administration (SBA) loans, commercial lines of credit, capital call lines working capital loans, equipment financing, borrowing base loans, Small Business Administration (“SBA”) loans, and other loan products, that are underwritten on the basis of the borrower’s ability to service the debt from income. We take as collateral a lien on general business assets including, among other things, available real estate, accounts receivable, inventory and equipment and generally obtain a personal guaranty from the borrower or principal. Our commercial lines of credit typically have a term of one year and have variable interest rates that adjust monthly based on the prime rate. Other commercial and industrial loans generally have fixed interest rates and terms that typically range from one to five years depending on factors such as the type and size of the loan, the financial strength of the borrower/guarantor and the age, type and value of the collateral. Terms greater than five years may be appropriate in some circumstances, based upon the useful life of the underlying asset being financed or if some form of credit enhancement, such as an SBA guarantee, is obtained.

Commercial and industrial loans are often larger and involve greater risks than other types of lending. Because payments on commercial and industrial loans are often dependent on the operating cash flows of the borrower’s business, repayment of these loans is often more sensitive to adverse conditions in the general economy, which in turn increases repayment risk. We also face the risk that losses incurred on a small number of commercial loans could have an adverse impact on our financial condition and results of operations due to (a) the larger average size of commercial loans as compared with other loans, such as residential loans, as well as (b) collateral that is generally less readily marketable than collateral for consumer loans, such as residential real estate and automobiles.
As of December 31, 2018,2023, we had $90.4held $87.5 million in capital call lines provided to venture capital firms through one of our CCBX partners. These loans are secured by the capital call rights and are individually underwritten to the Bank’s credit standards and the underwriting is reviewed by the Bank on every loan/line. Capital call lines represent 30.0% of total commercial and industrial loans. These loans, had a weighted average maturityand are included in CCBX commercial and industrial loans.
As of approximately 3.4 years.

December 31, 2023, our total commercial SBA portfolio, excluding PPP loans, was $2.7 million, net of $3.5 million in loans sold, with $1.3 million guaranteed by the SBA. We participate in the SBA 7(a) program in order to meet the needs of our small business community. As an approved participant in the SBA Preferred Lender’s Program, we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. The SBA’s 7(a) program provides up to a 75% guaranty for loans greater than $150,000.

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$150,000. For loans $150,000 or less, the program provides up to an 85% guaranty. The maximum 7(a) loan amount is $5 million. The guaranty is conditional and covers a portion of the risk of payment default by the borrower, but not the risk of improper underwriting, closing and servicing by the lender. As such, prudent underwriting and closing processes are essential to effective utilization of the 7(a) program. We typically sell in the secondary market the SBA-guaranteed portion (generally 75% of the principal balance) of the SBA loans we originate.
As of December 31, 2018, we had $18.0 million of SBA loans in2023, our portfolio, of which $2.9 million was guaranteed by the SBA.

Commercialcommercial and industrial loans included $3.0 million in PPP loans. These are often larger and involve greater risks than other types of lending. Because payments on commercialSBA loans are often dependent onthat allowed small business owners to apply for financial assistance via the operating cash flows of the borrower’s business, repayment of these loans is often more sensitive to adverse conditionsPPP as prescribed in the general economy, which in turn increases repayment risk. We also faceCARES Act. These loans have a contractual rate of 1.0%, with maturity terms of two to five years, are unsecured, 100% guaranteed and loan proceeds may be forgiven by the risk that losses incurred on a small numberSBA if used for certain purposes.

Commercial Real Estate. As of December 31, 2023, we had $1.30 billion of commercial loans could have a material adverse impact on our financial condition and results of operations due to the larger average size of commercial loans as compared with other loans, such as residential loans, as well as collateral that is generally less readily marketable than collateral for consumer loans, such as residential real estate and automobiles.

Commercial Real Estate.loans, representing 43.0% of total loans. We make commercial mortgage loans collateralized by owner-occupiedowner- and non-owner-occupied real estate, as well as multi-family residential loans. Loans secured by owner-occupied real estate totaled $391.4 million and comprised 38.4%30.0% of our commercial real estate portfolio at December 31, 2018.2023. The real estate securing our existing commercial real estate loans includes a wide variety of property types, such as manufacturing and processing facilities, business parks, warehouses, retail centers, convenience stores, and gas stations, hotels and motels, office buildings, mixed-use residential and commercial, and other properties. We originate both fixed- and adjustable-rate loans with terms up to 20 years. Fixed-rate loans typically amortize over a 10-to-25 year period with a final maturity and balloon paymentspayment at the end of five to ten years. Adjustable-rate loans are generally based on the prime rate and adjust with the prime rate or are based on term equivalent Federal Home Loan Bank rates. At December 31, 2018,2023, approximately 40.8%33.6% of the commercial real estate loan portfolio consisted of fixed rate loans. Loan amounts generally do not exceed 75% of the lesser of the appraised value or the purchase price.

We make

As of December 31, 2023, we had a total of $2.1 million, and service $4.4 million in loans sold to others that are guaranteed by the SBA, in commercial real estate SBA loans. Also included in commercial real estate loans was $77.9 million, or 2.6% of total loans, in loans under the SBA 504 program. Under the SBA 504 program we make loans to small businesses to provide funding for the purchase of real estate. Under this program,estate and we provide up to 90% financing of the total purchase cost, represented by two loans to the borrower. The first lien loan is generally a long-term, fully amortizing, fixed-rate loan made in the amount of 50% of the total purchase cost. The second lien loan is a short-term, interest only, adjustable rate loan made in the amount of 40% of the total purchase cost, which is generally paid off within three to six months after full receipt of loan proceeds from a certified development corporation that provides long-term financing directly to the borrower. At December 31, 2018, we held $25.3 million in first lien SBA 504 loans.

Our multi-family residential loan portfolio is comprised of loans secured by apartment buildings, residential mixed-use buildings and, to a lesser extent, senior living centers.

As of December 31, 2023, we had $369.5 million on multi-family residential loans, representing 28.3% of our commercial real estate loans, and 12.2% of total loans.

Commercial real estate lending with respect to non-owner occupied properties typically involves higher loan principal amounts and the repayment is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. We require that our commercial real estate loans to investors to be secured by well-managed properties with adequate margins and generally obtain a guaranty from responsible parties.

As of December 31, 2023, we held $542.6 million in other non-owner occupied loans, excluding multifamily loans, representing 41.6% of our commercial real estate loans and 17.9% of total loans.

Construction, Land and Land Development Loans. As of December 31, 2023, we had $157.1 million in construction, land and land development loans, representing 5.2% of total loans. We make loans to established builders to construct residential properties, loans to developers of commercial real estate investment properties and residential developments and, to a lesser extent, loans to individual clients for construction of single family homes in our market areas. We also make loans for the acquisition of undeveloped land. Construction loans are typically disbursed as construction progresses and carry either fixed or variable interest rates. Our construction and development loans typically have terms that range from six months to two years depending on factors such as the type and size of the development and the financial strength of the borrower/guarantor. Loans are typically structured with an interest only construction period and mature at the completion of construction.

Construction and land development loans typically involve more risk than other types of lending products because repayment of these loans is dependent, in part, on the sale or refinance of the ultimate project rather than the ability of the borrower or guarantor to repay principal and interest. Moreover, these loans are typically based on future estimates of value
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and economic circumstances, which may differ from actual results or be affected by unforeseen events. If the actual circumstances differ from the estimates made at the time of approval of these loans, we face the risk of having inadequate security for the repayment of the loan. Further, if we foreclose on the loan, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it.

until the foreclosed property is sold.

Residential Real Estate. As of December 31, 2023, we had $463.4 million in residential real estate loans, representing 15.3% of total loans.
We make one-to-four family loans to investors to finance their rental properties and to business owners to secure their business loans. As of December 31, 2023, residential real estate loans made to investors and business owners totaled $161.3 million, or 34.8% of our residential real estate loans.
CCBX loans totaled $238.0 million, or 51.4% of residential real estate loans, as of December 31, 2023. These loans are home equity line of credits that are accessed through the use of a consumer card.
We originate one-to-four adjustable-rate mortgage or ARM,(“ARM”), loans for our portfolio and operate as a mortgage broker for mortgage lenders we have agreements with for customers who want a 15-year to 30-year, fixed-rate mortgage loan. As of December 31, 2023, the balance of ARM portfolio loans was $31.5 million, or 6.8% of residential real estate loans. Our ARM loans typically do not meet the guidelines for sale in the secondary market due to characteristics of the property, the loan terms or exceptions from agency underwriting guidelines, which enables us to earn a higher interest rate. We also originate home equity lines of credit and home equity term loans for our portfolio. Home equity lines of credit have variable interest rates, while home equity term loans are fixed for up to 5-1/2 years but can be amortized up to a maximum of 180 months with a balloon payment at maturity.

We also purchase residential mortgages originated bythrough other financial institutions to hold for investment with the intent to diversify our residential mortgage loan portfolio, meet certain regulatory requirements and increase our interest income. As of December 31, 2023, we held $8.1 million, representing 1.7% of our residential real estate loans, in purchased residential real estate mortgage loans. Our last purchase of residential mortgages was in 2018. These purchased loans purchased typically have a fixed rate with a term of 15 to 30 years and are collateralized by one-to-four family residential real estate. We have a defined set of credit guidelines that we use when evaluating these loans. Although purchased loans were originated and underwritten by another institution, our mortgage, credit, and compliance departments conduct an independent review of each underlying loan that includes re-underwriting each of these loans to our credit and compliance standards. As of December 31 2018, we held $38.8 million in purchased residential real estate mortgage loans.

Like our commercial real estate loans, our residential real estate loans are secured by real estate, the value of which may fluctuate significantly over a short period of time as a result of market conditions in the area in which the real estate is located. Adverse developments affecting real estate values in our market areas could therefore increase the credit risk associated with these loans, impair the value of property pledged as collateral on loans, and affect our ability to sell the collateral upon foreclosure without a loss or additional losses.

Consumer and Other Loans. We make a varietyAs of December 31, 2023, we had $818.0 million in total consumer loans, to individuals for personal and household purposes, including auto, boat and recreational vehicle loans and secured termrepresenting 26.9% of total loans. We also offer unsecured lines of credit including overdraft protection. Consumer loans are underwritten based on the individual borrower’s income, current debt level, past credit history and the value of any available collateral. The terms of consumer loans vary considerably based upon the loan type, nature of collateral and size of the loan.

primarily originated through our CCBX partners. Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than residential real estate mortgage loans. Consumer loan collections are dependent on the borrower’s continuing financial stability and are therefore more likely to be affected by adverse personal circumstances, such as a loss of employment, divorce, or unexpected medical costs.


The community bank segment has $1.6 million in consumer loans as of December 31, 2023. We make a variety of consumer loans to individuals, mainly business owners and family of business owners, for personal and household purposes, including automobile, boat and recreational vehicle loans and secured term loans. We also offer personal lines of credit including overdraft protection. Consumer loans are underwritten based on the individual borrower’s income, current debt level, past credit history and the value of any available collateral. The terms of consumer loans vary considerably based upon the loan type, nature of collateral and size of the loan.

Through our CCBX segment we have $816.4 million in consumer and other loans as of December 31, 2023. This includes $310.6 million in other consumer loans, $40.2 million of which are purchased loans secured by consumer term loans, and $505.8 million in credit cards. Our CCBX segment includes cash secured and unsecured consumer loans, loan
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products designed to help consumers build credit, credit cards and overdrafts. Consumer loans are made through our CCBX partners to our underwriting standards. The terms of consumer loans vary considerably based upon the loan type, nature of collateral and size of the loan.
Credit Administration and Loan Review

We control credit risk both through disciplined underwriting of each transaction, as well as active credit management processes and procedures to manage risk and minimize loss throughout the life of a loan.loan for community bank and CCBX loans. We seek to maintain a broadly diversified loan portfolio in terms of type of customer, type of loan product, geographic area and industries in which our business customers are engaged. We have developed tailored underwriting criteria and credit management processes and procedures for each of the various loan product types we offer our customers.

Underwriting. In evaluating each potential loan relationship, we adhere to a disciplined underwriting evaluation process that includes the following:

understanding the customer’s financial condition and ability to repay the loan;

verifying that the primary and secondary sources of repayment are adequate in relation to the amount and structure of the loan;

observing appropriate loan-to-value guidelines for collateral secured loans;

obtaining credit enhancements from CCBX partners to reduce the risk of loss

maintaining our targeted levels of diversification for the loan portfolio, both as to type of borrower and type of collateral; and

ensuring that each loan is properly documented with perfected liens on collateral.

Loan Approval Authority. Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of directors and management. We have established several levels of lending authority that have been delegated by the board of directors to our management credit committee, Chief Executive Officer, Chief Credit Officer and other personnel in accordance with our loan policy. Authority limits are based on the total exposure of the borrower and are conditioned on the loan conforming to the policies contained in the loan policy. Any loan policy exceptions are fully disclosed to the approving authority.

Ongoing Credit Risk Management.In addition to the tailored underwriting process described above, we perform ongoing risk monitoring and review processes for credit exposures. Although we grade and classify our loans internally, we engage an independent third-party professional firm to perform regular loan reviews and confirm loan classifications. We strive to identify potential problem loans early in an effort to aggressivelyactively seek resolution of these situations before they create a loss. We record any necessary charge-offs promptly and maintain adequate allowance levels for probable loanexpected credit losses incurredestimated in the loan portfolio.

In general, whenever a particular loan or overall borrower relationship is downgraded from a pass grade to a watch or substandard grade based on one or more standard loan grading factors, our relationship manager (who is typically the loan officer) and credit team members engage in active evaluation of the asset to determine the appropriate resolution strategy. Management regularly reviews the status of the watch list and classified assets portfolio as well as the larger credits in the portfolio.

Concentrations of Credit Risk

Most of our community bank lending activity is conducted with businesses and individuals in our market area. As of December 31, 2018,2023, approximately 88%86% of the 1-4 familyreal estate loans in our community bank loan portfolio (measured by dollar amount) were secured by real estate, or made to borrowers who live or conduct business, in the Puget Sound region. As a result, aA substantial majorityportion of our loan portfolio consists of commercial and industrial loans and real estate loans secured by commercial real estate properties located in the Puget Sound region, and is dependent upon the economic environment of
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the Puget Sound region. We have a limited number of loans secured by properties located outside of the Puget Sound region, most of which are made to borrowers who are well-known to us.

CCBX loans receivable total $1.20 billion, or 39.4% of total loans receivable, as of December 31, 2023. CCBX loans are originated through our partners and are consistent with our underwriting standards. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by reimbursing most losses. In accordance with accounting guidance, we estimate and record a provision for expected losses for these CCBX loans and reclassified negative deposit accounts. When the provision for CCBX credit losses and provision for unfunded commitments are recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancements). Expected losses are recorded in the allowance for credit losses. The credit enhancement asset is reduced when credit enhancement payments are received from the CCBX partner or taken from the partner's cash reserve account. CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by reimbursing the Bank for the losses. If the partner is unable to fulfill its contracted obligations then the Bank could be exposed to the loss of the reimbursement and credit enhancement income, as a result of this counterparty risk. Agreements with our CCBX partners also provide protection to the Bank from fraud by absorbing incurred fraud losses. Fraud losses, which are substantially comprised of first payment defaults on partner loans, are recorded when incurred as losses in noninterest expense, and the recovery received from the CCBX partner is recorded in noninterest income, resulting in a net impact of zero to the income statement.
Our total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans totaled $1.46 billion and represented 333.0%238.3% of the Bank’s total risk-based capital at December 31, 2018.2023. Interagency guidance on commercial real estate concentrations describedescribes sound risk management practices, which include board and management oversight, portfolio management, management information systems, market analysis, portfolio stress testing and sensitivity analysis, credit underwriting standards, and credit risk review functions. We believe that we have adequately implemented these practices in order to monitor concentrations in commercial real estate in our loan portfolio.


Lending Limits

Our lending activities are subject to a variety of lending limits imposed by federalstate law. In general, the Bank is subject to a legal lending limit on loans to a single borrower based on the amount of the Bank’s capital level.and surplus. The dollar amounts of the Bank’s lending limit increases or decreases as the Bank’s capital and surplus increases or decreases. The Bank is able to sell participations in its larger loans to other financial institutions, which allows itthe Bank to better manage the risk and exposure involved with larger loans and to meet the lending needs of its customers requiring extensions of credit in excess of Bank or regulatory limits.

The Bank’s legal lending limit as of December 31, 20182023 on loans to a single borrower was $90.2 million, or 20% of capital and surplus, or $22.7 million.

surplus.

Our loan policies provide general guidelines for loan-to-value ratios that restrict the size of loans to a maximum percentage of the value of the collateral securing the loans, which percentage varies by the type of collateral. Our internal loan-to-value limitations also follow all limits established by applicable law.

Deposit Products

Our deposits serve as the primary funding source for lending, investing and other general banking purposes. We provide a full range of deposit products in the community bank and through our CCBX partners that have a wide range of interest rates and terms, including a variety of checkingdemand and savings accounts, time deposits, and money market accounts. We also provide a wide range of deposit services, including debit cards, remote deposit capture, online banking, mobile banking, and direct deposit services. We also offer business accounts and cash management services, including business checking and savings accounts, and treasury services. We also offer reciprocal deposits which enables us to extend FDIC insurance to customers that have balances in excess of the FDIC insurance limit. This reciprocal deposit service trades our customer’s funds in increments under the FDIC insured amount to other participating financial institutions and in exchange we receive customer deposits from participating financial institutions in a reciprocal agreement.
We solicit deposits through our relationship-driven team of dedicated and accessible bankers and through community-focused marketing. We currently operate 14 full-service banking locations, 12 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and two of which are located in
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neighboring counties (one in King County and one in Island County). We emphasize obtaining deposit relationships at loan origination. Our focus on relationship banking combined with our robust business banking services has led to approximately 76.8%77.6% of our community bank loan customers having deposit relationships with us as of December 31, 2018.

2023.

Our CCBX partners originate deposits with many of the same characteristics as our community bank and these deposits are primarily interest bearing to us. CCBX deposits are generally classified as interest bearing negotiable order of withdrawal (“NOW”) and money market accounts. CCBX deposit products allow us to offer a broader range of partner specific products, which include products designed to reach specific under-served or under-banked populations served by our CCBX partners. The CCBX partner determines the rate paid to the end consumer and we determine the rates paid to the partner as indicated in the partner agreement. Additionally, as of December 31, 2023 we have access to $69.4 million in CCBX customer deposits that are currently being transferred off the Bank’s balance sheet for FDIC insurance purposes. The Bank may be able to retain the transferred deposits for liquidity and funding purposes, if needed. Depending on the circumstances of how the Bank retains these deposits and its relationship with the customer, these retained deposits could be classified as brokered deposits.
CCBX segment (BaaS)
Our CCBX segment provides BaaS, enabling broker dealers and digital financial service providers to offer their clients banking services. The “X” is indicative of the technology services that our partners provide. Our partners make our banking products and services available to their consumers, partners and workforce through integration with our banking platform. In doing so, our addressable market expands to a broader spectrum of consumers as well as small businesses. We had a total of 21 relationships, which includes 19 active relationships, one in friends and family trials, one in implementation and onboarding. We continue to refine the criteria for CCBX partnerships and are exiting relationships where it makes sense and are focusing on expanding and developing relationships with larger and more established partners, with experienced management teams, existing customer bases and strong financial positions.
Investments

As of December 31, 2018,2023, the fair value of our investment portfolio, which represented 4.0% of assets, totaled $37.9$150.5 million and had an average effective yield of 1.56%3.27% and an estimated durationweighted average life of approximately 4.76.1 years. The primary objectives of the investment portfolio are to provide a source of liquidity and provide collateral that can be readily sold or pledgepledged for public deposits or other business purposes. At December 31, 2018, 87.8%2023, 66.1% of our investment portfolio consisted of U.S. Treasury securities. The remainder of our securities portfolio is invested in U.S. Government agency securities, agencyAgency collateralized mortgage obligations and U.S. Agency residential mortgage-backed securities and municipal bonds.obligations. We regularly evaluate the composition of our investment portfolio as the interest rate yield curve changes and may sell or pledge investment securities from time to time to adjust our exposure to interest rates or to provide liquidity to meet loan demand.

We are primarily holding the majority of our on-balance sheet liquidity in interest bearing bank deposits to limit our exposure to interest rate and price risk and to provide readily available funds for loan growth.

As of December 31, 2023, we had $2.6 million in equity investments. The equity investments will be held at cost minus any impairment. This measurement should be applied until the investment has a determinable value or does not qualify for the measurement election (e.g., if the investment has a readily determinable fair value). We will reassess at each reporting period whether our equity investment without a readily determinable fair value qualifies to be measured at cost minus impairment. Our total equity investments as of December 31, 2023 included a $2.2 million equity interest in a specialized bank technology company, an equity interest of $350,000 in a separate bank technology company and a contribution of $50,000 in another technology company during the year ended December 31, 2023.
We have invested in funds that are accelerating technology for adoption by banks. These equity investments are held at fair value, as reported by the funds. During the year ended December 31, 2023, the Company contributed $74,500 with investment funds designed to help accelerate technology adoption at banks, and recognized net gains of $278,000, resulting in an equity interest of $809,000 at December 31, 2023. The Company has committed up to $653,000 in capital for these equity funds, however, we are not obligated to fund these commitments prior to a capital call.
Competition

We operate in a highly competitive industry and in a highly competitive market. CommercialOur community bank commercial real estate lending in the Puget Sound region attracts keen competition from large banking institutions with national
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operations, as well as mid-sized regional banking institutions. We compete with other community banks, savings and loan associations, credit unions, mortgage companies, insurance companies, finance companies and other financial intermediaries. The primary factors driving competition for deposits are customer service, interest rates, fees charged, branch locations and hours, online and mobile banking functionality, and the range of products offered. The primary factors driving competition for our lending products are customer service, range of products offered, price, reputation, and quality of execution. Our CCBX segment competes against companies and financial institutions across the retail banking, financial services, transaction processing, consumer technology and financial technology services industries and may compete with others in the market who may in the future provide offerings similar to ours. Our CCBX segment competes primarily on the basis of quality of service, customer satisfaction, compliance and regulatory capabilities, brand recognition and reputation in the BaaS market space, speed and quality of innovation, reliability of system performance and security, scalability of services, and pricing.
We believe the Bank is a strong competitor in our markets, however other competitors have certain advantages over us. Among them, many largelarger institutions have the ability to finance extensive advertising campaigns, maintain extensive branch networks and make larger technology investments, and to offer services which we do not offer. The higher capitalization of the larger banking institutions permits them to have higher lending limits than those of the Bank. Some of our competitors have other advantages, such as tax exemption in the case of credit unions, and to some extent, lesser regulation in the case of mortgage companies and finance companies.


Information Technology Systems

We have made and continue to make significant investments in our information technology systems and staff for our banking and lending operations, and treasury management activities.activities, and CCBX. We believe this investment will support our continued growth and enable us to enhance our capabilities to offer new products and overall customer experience, and to provide scale for future growth and acquisitions. We utilize a nationally recognized software vendor,vendors, and their support allows us to outsource our data processing. Our internal network and e-mail systems are outsourced to a third party and we have a back-up site in Phoenix, Arizona. This back-up site provides for redundancy and disaster recovery capabilities.

The majority of our other systems including our electronic funds transfer, transaction processing, and our online banking services are hosted by third-party service providers. The scalability of this infrastructure will support our growth strategy. In addition, the tested capability of these vendors to automatically switch over to standby systems should allow us to recover our systems and provide business continuity quickly in case of a disaster.

Emerging Growth

We continue to adopt scalable and secure cloud technologies in tandem with zero trust networking for applications, email, and data processing. These systems provide redundancy and disaster recovery capabilities.
Diversity, Equity and Inclusion (“DEI”)
We believe that DEI needs to start at the top of an organization. As the Company Status

enters and expands its presence in more complex arenas including BaaS, we seek out diverse and qualified director candidates who bring a background and expertise in the fintech and digital banking sectors regardless of their gender, race, or other personal characteristics. Additionally, we strive for the Company's board of directors to be as diverse as the fintechs themselves. Since beginning this effort the board of directors has added three women and two directors from minoritized backgrounds. We strive to maintain a diverse and inclusive work culture in which individual differences and experiences are valued and all employees have the opportunity to contribute and thrive. We believe that leveraging our employees’ diverse perspectives and capabilities will enhance innovation, foster a collaborative work culture and enable us to better serve our customers and communities.

We also promote DEI by reaching customers through our CCBX partners and the markets they serve. Our reach extends to a diverse and often underserved market through our BaaS relationships. These partners offer access to credit, promote financial well-being, provide financial education, and other services to a variety of markets. Some of the segments served through our BaaS partnerships are: women, people of color, young adults, immigrants, small businesses and other underserved populations.
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Environment and Sustainability
We are an “emerging growth company” underfocused on the Jumpstart Our Business Startups Actenvironment and committed to business practices and activities that encourage sustainability and minimize our environmental impact.
We demonstrate environmental responsibility in various ways, including practical applications of 2012,the 3 R’s:
Reduce waste and energy consumption
using technology that provides for a paperless environment and transactional efficiencies;
replacing standard light bulbs with LED bulb that have a longer life and use less energy – most notably many of our parking lot lights have been converted to LED;
utilizing occupancy sensors or timers that automatically shut off lights and reduce power consumption; and
annual shareholder meetings are virtual and allow for expanded access in a climate friendly manner.
Reuse
repurposing existing furniture whenever possible instead of buying new.
Recycle
eCycling old technology equipment to avoid sending it to landfills.
Services like mobile and online banking, remote deposit capture, electronic loan payments, eStatements and combined statements enable us to support all customers in their efforts to consume less fuel and paper. We continue to digitize loan origination and deposit account opening processes, reducing trips to the bank and paper documents for our customers.
Additionally, we work hard to ensure that our lending activities do not encourage business activities that could cause irreparable damage to our reputation or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.environment. As an emerging growth company:

we may present as few as two years of audited financial statements and as few as two years of related management’s discussion and analysis of financial condition and results of operations;

we are exempt from the requirement to obtain an attestation report from our auditors on management’s assessment of the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

we may choose not to comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and our financial statements;

we are permitted to provide reduced disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosures regarding our executive compensation; and

we are not required to give our shareholders non-binding advisory votes on executive compensation or golden parachute arrangements.

We will cease to be an “emerging growth company” upon the earliest of:

the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more;

the date on which we become a “large accelerated filer” (the fiscal year end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);

the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering.


We have elected to adopt certain of the reduced disclosure requirements above with respect to the periodic reports we will file with the Securities and Exchange Commission, or the SEC, and proxy statements that we use to solicit proxies from our shareholders.

In addition, Section 107 of the JOBS Act permits us to take advantage of an extended transition period for complying with new or revised accounting standards affecting public companies. However, we have irrevocably opted out of the extended transition period and, as a result, we will adopt newtry to conduct business responsibly, with awareness to environmental, social, and human rights issues while also monitoring credit risks. This process involves management and board of director oversight. In general, we evaluate each credit or revised accounting standardstransaction on the relevant dates on which adoption of such standards is required for other public companies.

Our Employees

its individual merits, with larger deals receiving more attention and deeper analysis.

Human Capital
As of December 31, 2018,2023, we had 183507 full-time equivalent employees.employees, all were located in the United States, however technology has allowed us to expand our reach to include a larger demographic with more remote employees working outside of our physical locations and throughout the country. We seek to attract, retain and develop the most talented employees possible by promoting a strong, positive culture, maintaining a safe and healthy workplace, emphasizing open communication with management and investing in training and education. In 2023, our retention rate was 85%. We seek to help our employees grow and develop. In 2023, we had 108 internal promotions. None of our employees are parties to a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Our commitment to diversity starts with our board of directors, which oversees the culture and holds management accountable to build and maintain a diverse and inclusive environment. We believe a diverse workforce is critical to sustainable success. As of December 31, 2023, 64% of our employees were female, 27% were from underrepresented racial and ethnic groups and 4% have a disability. We are proud of our workforce and the opportunity to further diversify our team going forward.
Culture
We have always led with people, building our Bank on the diverse perspectives, knowledge, and experiences of our employees. Our employees utilize their strengths to set the course and are empowered to do the right things for our
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clients. We strive to create an inclusive workplace so we can build and maintain a high-performing culture where engaged, satisfied employees embody our core values: stay flexible, take care of each other, embrace gray thinking, be relentless, be the best and be un-bankey.
We seek out talent that will be a cultural fit to our core values and have backgrounds that are as diverse as the clients we serve in each of our business units.
Pay Equity
We believe our staff should be paid for the roles they fulfill, their experience, and how they do their jobs, and our goal is to attract, retain and develop quality talent. To deliver on that commitment, we benchmark and set pay ranges based on banking market data and consider factors such as an employee’s role and experience, the location of their job, and their performance. We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our pay is fair and equitable.
Health, Safety and Wellness
We have taken a people-first approach to help our employees manage their work and personal responsibilities, with a strong focus on employee well-being, health and safety. Our human resource team engages the staff in an evolving wellness program designed to enhance physical, financial, and mental well-being for all our employees. We encourage healthy lifestyle behaviors through regular communications, educational sessions, voluntary progress tracking of beneficial health changes, and wellness challenges.
Community Engagement
We are committed to supporting the communities we serve through donations, sponsorships and employee volunteerism.
As a community-focused bank, we have a unique opportunity to partner with organizations to support and strengthen the communities we serve. In 2023, Coastal Community Bank supported 162 non-profit organizations through donations and event sponsorships.
The nonprofit organizations that provide critical services in our communities depend on support from donors. We offer employees two options to support charitable organizations through: the Employee Giving Fund and the Employee Workplace Giving Portal. This is a testament to our commitment to helping and supporting our neighbors by encouraging employees to give to their charity of choice – wherever they live and work – through payroll deduction.
The Employee Giving Fund is supported entirely by donations contributed by employees and directors, enabling donors to pool their donations for the greatest impact in the communities served by the Bank. Employees direct the grants from the fund by serving on the Bank’s fund advisory committee. Since its inception in 2001, the Employee Giving Fund has awarded 461 grants totaling more than $822,741 through the end of 2023. In 2023 the Employee Giving Fund awarded grants in the amount of $76,240 to 12 local non-profit organizations.
With staff in 40 states, it is important to encourage and enable employees to support their community, wherever they are located. The Employee Workplace Giving Portal allows employees to support their charity of choice through payroll deduction. We pay the administrative fees for the program so 100% of employee donations are directed to their charities of choice.
Volunteering and supporting our communities is an important part of community engagement. We provide 16 hours of paid volunteer hours (for full-time staff) per year to encourage and enable employees to volunteer in their communities. In 2023, employees volunteered 5,301 hours supporting 201 organizations.
Available Information
The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and other filings with the Securities and Exchange Commission (the “SEC”) are available free of charge at https://ir.coastalbank.com/ under the heading “–Financials - SEC Filings” as soon as reasonably
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practicable after the Company electronically files such material with, or furnishes it to, the SEC. These reports are also available for free on the SEC's website at http://www.sec.gov. The information contained on the Company's website as referenced in this Report on Form 10-K should not be considered a part of this Report.
Regulation and Supervision

General

Insured banks, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, our growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Washington Department of Financial Institutions (Washington DFI)(“Washington DFI”), the Board of Governors of the Federal Reserve (“Federal Reserve”), the Federal Deposit Insurance Corporation (FDIC)(“FDIC”) and the Consumer Financial Protection Bureau (CFPB)(“CFPB”). Furthermore, tax laws administered by the Internal Revenue Service or IRS,(“IRS”), and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (FASB),FASB, securities laws administered by the SEC and state securities authorities, anti-money laundering laws enforced by the U.S. Department of the Treasury Department(“Treasury Department”) and mortgage related rules, including with respect to loan securitization and servicing by the U.S. Department of Housing and Urban Development and agenciesentities such as Ginnie Mae and Freddie Mac, and SBA regulations with respect to small business loans, have an impact on our business. The effect of these statutes, regulations, regulatory policies and rules are significant to our operations and results, and the nature and extent of future legislative, regulatory or other changes affecting financial institutions are impossible to predict with any certainty.

Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of insured banks, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than their shareholders. These federal and state laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of business, the kinds and amounts of investments banks may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and acquire, dealings with insiders and affiliates and the payment of dividends.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that, while not publicly available, can impact the conduct and growth of their businesses. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, sensitivity to market risk and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to us and the Bank. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.


Bank Holding Company Regulation

Since we own all of the capital stock of the Bank, we are a bank holding company under the Bank Holding Company Act of 1956, as amended or the BHC Act.(the “BHC Act”). As a result, we are primarily subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve.

Acquisition of Banks

The BHC Act requires every bank holding company to obtain the Federal Reserve’s prior approval before:

acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will, directly or indirectly, own or control more than 5% or more of the bank’s voting shares;

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acquiring all or substantially all of the assets of any bank; or

merging or consolidating with any other bank holding company.

Additionally, the BHC Act provides that the Federal Reserve may not approve any of the above transactions if such transaction would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources includes a focus on capital adequacy, which is discussed in the section entitled “—Bank Regulation and Supervision—Capital Adequacy.” The Federal Reserve also considers the effectiveness of the institutions in combating money laundering, including a review of the anti-money laundering program of the acquiring bank holding companyprograms and the anti-money laundering compliance records of a bank to be acquired as part of the transaction.parties. Finally, the Federal Reserve takes into consideration the extent to which the proposed transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

Under the BHC Act, if well-capitalized and well-managed, we or any other bank holding company located in Washington may purchase a bank located outside of Washington without regard to whether such transaction is prohibited under state law. Conversely, a well-capitalized and well-managed bank holding company located outside of Washington may purchase a bank located inside Washington without regard to whether such transaction is prohibited under state law. In each case, however, restrictions may be placed under state law on the acquisition of a bank that has only been in existence for a limited amount of time or will result in concentrations of deposits exceeding limits specified by statute. For example, Washington law currently prohibits a bank holding company from acquiring control of a Washington-based financial institution until the target financial institution has been in operation for at least five years.

Change in Bank Control

Subject to various exceptions, the BHC Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person’sperson or company’scompany acquiring “control” of a bank holding company. Under a rebuttable presumption established by the Federal Reserve pursuant to the Change in Bank Control Act, the acquisition of 10% or more of a class of voting stock of a bank holding company would constitute acquisition of control of the bank holding company if no other person will own, control, or hold the power to vote a greater percentage of that class of voting stock immediately after the transaction or the bank holding company has registered securities under the Exchange Act.Act, as we have. In addition, any company, person or group of persons acting in concert must obtain the approval or non-objection of the Federal Reserve under the BHC Act or Change in Bank Control Act before acquiring 25% (5%or more (more than 5% in the case of an acquirer that is already a bank holding company) or more of the outstanding voting stock of a bank holding company, the right to control in any manner the election of a majority of the company’s directors, or otherwise obtaining control or a “controlling influence” over the bank holding company.

Approval of the Washington DFI may also be required under state law before a person can acquire control over us.

Permitted Activities

Under the BHC Act, a bank holding company is generally permitted to engage in or acquire direct or indirect control of the voting shares of any company engaged in the following activities:

banking or managing or controlling banks; and

any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include:

factoring accounts receivable;

making, acquiring, brokering or servicing loans and usual related activities in connection with the foregoing;

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leasing personal or real property under certain conditions;

operating a non-bank depository institution, such as a savings association;

engaging in trust company functions in a manner authorized by state law;

financial and investment advisory activities;

discount securities brokerage activities;

underwriting and dealing in government obligations and money market instruments;

providing specified management consulting and counseling activities;

performing selected data processing services and support services;

acting as an agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and

performing selected insurance underwriting activities.

The Federal Reserve may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of it or any of its bank subsidiaries.

In addition to the permissible bank holding company activities listed above, a bank holding company may qualify and elect to become a financial holding company, thereby permitting the bank holding company to engage in activities that are financial in nature or incidental or complementary to financial activity. The BHC Act expressly lists the followingactivity, which are broader activities as financial in nature:

lending, exchanging, transferring, investing for others, or safeguarding money or securities;

insuring, guaranteeing, or indemnifying against loss or harm, or providing and issuing annuities, and acting as principal, agent, or broker for these purposes, in any state;

providing financial, investment, or economic advisory services;

issuing or selling instruments representing interests in pools of assetsthan are otherwise permissible for a bank to hold directly;

holding companies.

underwriting, dealing in or making a market in securities;

engaging in other activities that the Federal Reserve may determine to be so closely related to banking or managing or controlling banks as to be a proper incident to managing or controlling banks;

engaging in the United States in activities permitted outside of the United States if the Federal Reserve has determined them to be usual in connection with banking or other financial operations abroad;

merchant banking through securities or insurance affiliates; and

insurance company portfolio investments.

For us to qualify to become a financial holding company, we must be well-capitalized and well-managed. In addition, the Bank and any other depository institution subsidiary we control must be well-capitalized and well-managed and must have a CRACommunity and Reinvestment Act (“CRA”) rating of at least “satisfactory.“Satisfactory.” Additionally, we must file an election with the Federal Reserve to become a financial holding company and must provide the Federal Reserve with 30 days written notice prior to engaging in a permitted financial activity. We have not elected to become a financial holding company at this time.

Dividends
The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve also has indicated that it would be inappropriate for a holding company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve, the Federal Reserve may prohibit a bank holding company from paying any dividends if one or more of the holding company’s bank subsidiaries is classified as undercapitalized.
Support of Subsidiary Institutions

The Federal Deposit Insurance Act (“FDIA”) and a Federal Reserve regulation require a bank holding company to serve as a source of financial and managerial strength to its bank subsidiaries. In addition, where a bank holding company has more than one FDIC-insured bank or thrift subsidiary, each of the bank holding company’s subsidiary FDIC-insured depository institutions is responsible for any losses to the FDIC as a result of an affiliated depository institution’s failure. As a result of a bank holding company’s source of strength obligation, a bank holding company may be required to provide funds to a bank subsidiary in the form of subordinate capital or other instruments which qualify as capital under bank regulatory rules.

rules and at a time when the bank holding company would not otherwise be inclined to do so.

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Repurchase or Redemption of Securities

A bank holding company that is not well capitalized or well managed, or that is subject to any unresolved supervisory issues, is required to give the Federal Reserve prior written notice of any purchase or redemption of its own then outstandingthen-outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve.

Additionally, under Federal Reserve guidance, a bank holding company is generally expected to consult with Federal Reserve supervisory staff prior to repurchasing or redeeming stock in a number of circumstances, including when the company is considering expansion.

Bank Regulation and Supervision

The Bank is subject to extensive federal and state banking laws and regulations that impose restrictions on and provide for general regulatory oversight of the operations of the Bank. These laws and regulations are generally intended to protect the safety and soundness of the Bank and the Bank’s depositors, rather than our shareholders. The following discussion describes the material elements of the regulatory framework that applies to the Bank.

Since the Bank is a commercial bank chartered under the laws of the state of Washington and is a member of the Federal Reserve System, it is primarily subject to the supervision, examination and reporting requirements of the Federal Reserve and the Washington DFI. The Federal Reserve and the Washington DFI regularly examine the Bank’s operations and have the authority to approve or disapprove mergers, the establishment of branches and similar corporate actions. Both regulatory agencies have the power to take enforcement action to prevent the development or continuance of unsafe or unsound banking practices or other violations of law. The Bank’s deposits are insured by the FDIC to the maximum extent provided by law. The Bank is also subject to numerous federal and state statutes and regulations that affect its business, activities and operations.


Branching

Branching

Under current Washington law, the Bank may open branch offices throughout Washington with the prior approval of the Washington DFI. In addition, with prior regulatory approval, the Bank may acquire branches of existing banks located in Washington. Under federal law, the Bank may establish branch offices with the prior approval of the Federal Reserve. Federal law allows a bank to branch into a new state by setting up a new branch if, under the laws of the state in which the branch is to be located, a state bank chartered by that state would be permitted to establish the branch.

branch, and if the bank meets certain supervisory and financial criteria.

FDIC Insurance and Other Assessments

The Bank’s deposits are insured by the FDIC to the full extent provided in the Federal Deposit Insurance ActFDIA (currently $250,000 per deposit account), and the Bank pays assessments to the FDIC for that coverage. Under the FDIC’s risk-based deposit insurance assessment system, an insured institution’s deposit insurance premium is computed by multiplying the institution’s assessment base by the institution’s assessment rate. An institution’s assessment base equals the institution’s average consolidated total assets during a particular assessment period, minus the institution’s average tangible equity capital (that is, Tier“Tier 1 capital)capital”) during such period. For banksinstitutions like the Bank with less than $10.0 billion in total consolidated assets, the assessment rate is calculated using a financial ratios method based on a statistical model estimating the bank’sinstitution’s probability of failure over three years utilizing seven financial ratios (leverage ratio; net income before taxes/total assets; nonperforming loans and leases/gross assets; other real estate owned/gross assets; brokered deposit ratio; one year asset growth; and loan mix index) and a weighted average of supervisory ratings components. Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown rapidly while the funds in the FDIC’s Deposit Insurance Fund (“DIF”) have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The currentFDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022 the FDIC adopted a final rule fixesto increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The increased assessment rate schedules will remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2%. As a result of the new rule, the FDIC insurance costs of insured depository institutions, including the Bank, will generally increase. The range of assessment rates from 1.5effective January 1,
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2023, and first applicable on invoices dated June 30, 2023, fall between 2.5 basis points for an established small institution posing the least risk, to 3032 basis points for an established small institution posing the most risk; andrisk. The FDIC will further lower the range of assessment rates if the reserve ratio of the Deposit Insurance FundDIF increases to 2% or more. Banks with over $10.0 billion in total consolidated assets are required to pay a surcharge of 4.5 basis points on their assessment basis, subject to certain adjustments. The FDIC may also impose special assessments from time to time.

In addition to its risk-based insurance assessments, As of September 30, 2023, which is the FDIC also imposes Financing Corporation, or FICO, assessments to help paymost recent information available, the $780 million in annual interest payments on the approximately $8 billion of bonds issued in the late 1980s as part of the government rescue of the savings and loan industry. For the fourth quarter of 2018, the bank’s FICO assessmentDIF reserve ratio was equal to 0.035%, or 0.14% annually, per $100 of assessment base. FICO assessments will continue until all outstanding bonds mature in 2019.

1.13%.

Termination of Deposit Insurance

The FDIC may terminate its insurance of deposits of a bank if it finds that the bank has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Community Reinvestment Act

The Community Reinvestment Act (CRA)CRA requires that, in connection with examinations of insured depository institutions within their respective jurisdictions, the federal banking agencies will evaluate the record of each financial institution in meeting the credit needs of its local community, including low- and moderate-income neighborhoods. The Federal Reserve’s evaluation ofReserve periodically evaluates the Bank’s record of performance under the CRA, isand these evaluations are publicly available. A bank’s CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions, and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the bank. Certain regulatory advantages, such as expedited processing of applications, are available only to banks with CRA ratings of Satisfactory or Outstanding. Additionally, we must publicly disclose the terms of certain CRA-related agreements. The Bank received a Satisfactory rating at its most recent evaluation dated September 25, 2017.

March 7, 2022.

On October 24, 2023, the FDIC, the Federal Reserve and the Office of the Comptroller of the Currency (“OCC”) released a final rule revising the framework that they use to evaluate banks’ records of community reinvestment under the CRA. Under the revised framework, banks with assets of at least $2 billion, such as the Bank, are considered large banks and will have their retail lending, retail services and products, community development financing, and community development services subject to periodic evaluation. Depending on a large bank’s geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule becomes effective April 1, 2024. Most provisions of the final rule will apply beginning January 1, 2026, and the remaining provisions will apply beginning January 1, 2027. The Company is evaluating the impact of the final rule.
Interest Rate Limitations

Interest and other charges collected or contracted for by the Bank are subject to applicable state usury laws and federal laws concerning interest rates.


Reserves

Pursuant to regulations of the Federal Reserve, an insured depository institution must maintain reserves against its transaction accounts. Because required reserves generally must be maintained in the form of vault cash, with a pass-through correspondent bank, or in the institution’s account at a Federal Reserve Bank, the effect of the reserve requirement may be to reduce the amount of an institution’s assets available for lending or investment. In March 2020, in response to the COVID-19 pandemic, the Federal Reserve reduced all reserve requirement ratios to zero. The Federal Reserve indicated that it may adjust reserve requirement ratios in the future if conditions warrant.
Federal Laws Applicable to Consumer Credit and Deposit Transactions

The Bank’s loan and deposit operations are subject to a number of federal consumer protection laws, including:

the Federal Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;

the Real Estate Settlement Procedures Act, imposing requirements on the settlement and servicing of residential mortgage loans;

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the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities it serves;

the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin, sex, marital status or certain other prohibited factors in all aspects of credit transactions;

the Fair Credit Reporting Act or FCRA,(“FCRA”), governing the use and provision of information to credit reporting agencies;

the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by debt collectors;

the Service Members Civil Relief Act, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service;

the Truth in Savings Act, governing disclosure of account terms and costs to consumer depositors;

the Gramm-Leach-Bliley Act, governing the disclosure and safeguarding of sensitive non-public personal information of our clients;

the Right to Financial Privacy Act, imposing a duty to maintain confidentiality of consumer financial records and prescribesprescribing procedures for complying with administrative subpoenas of financial records;

the National Flood Insurance Act, as amended, to provide flood insurance for structures and contents in communities that adopt and enforce an ordinance outlining minimal floodplain management standards and to identify areas of high and low flood hazard and establish flood insurance rates for structures inside each flood hazard area;

the Electronic Funds Transfer Act governing automatic deposits to and withdrawals from deposit accounts and clients’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

the rules and regulations of the CFPB and various federal agencies charged with the responsibility of implementing these federal laws.

Capital Adequacy

The Federal Reserve has adopted risk-based and leverage capital adequacy requirements, pursuant to which they assess the adequacy of bank holding company and bank capital in examining and supervising banksexaminations and in analyzing bank regulatory applications. Risk-based capital requirements determine the adequacy of capital based on the riskcredit and certain other risks inherent in various classes of assets and off-balance sheet items. The federal banking regulators have adopted regulations implementing the Basel Capital Adequacy Accord or (“Basel III, which had been approved by the Basel member central bank governors in 2010 asIII”), an agreement among the countries’ central banks and bank regulators on the amount ofinternational capital banks and their holding companies must maintain as a cushion against losses and insolvency.adequacy framework. The U.S. Basel III rule’srule requires a minimum capital to risk-weighted assets requirements are a common equity Tier 1 capital ratio of 4.5%, a Tier 1 capital ratio of 6.0%, and a total capital ratio of 8.0%. The minimum leverage ratio (Tier 1 capital to total assets) is 4.0%. Bank holding companies with assets of less than $3.0 billion that are not engaged in significant nonbanking activities, do not conduct significant off-balance sheet activities and that do not have a material amount of debt or equity securities registered with the SEC, such as the Company, are exempt from the Federal Reserve’s risk-based-capital and leverage rules.


In order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must maintain a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. Phase-in of the capital conservation buffer requirements began on January 1, 2016, and the requirements were fully phased in on January 1, 2019. The capital conservation buffer requirement for 2018 was 1.875%. A banking organization with a buffer greater than 2.5% once the capital conservation buffer is fully phased in would not be subject to limits on capital distributions or discretionary bonus payments; however, a banking organization with a buffer of 2.5% or less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. A banking organization also would be prohibited from making distributions or discretionary bonus payments during any quarter if its eligible retained income is zero or negative in that quarter and its capital conservation buffer ratio was 2.5% or less than 2.5% at the beginning of the quarter. Effectively, the Basel III framework, will requireincluding the capital conservation buffer, requires the Bank to meet minimum risk-based capital ratios of (i) 7% for common equity Tier 1 capital, (ii) 8.5% Tier 1 capital, and (iii) 10.5% total capital, once it is fully phased in.capital. The eligible retained income of a banking organization is defined as the greater of (1) its net income for the four calendar quarters preceding the

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current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income. Whenincome, and (2) the rule is fully phased in,average of its net income over the preceding four quarters. The minimum capital requirements plus the capital conservation buffer will exceed the prompt corrective action or PCA,(“PCA”), well-capitalized thresholds for risk-based capital ratios, which are described below under “—Prompt Corrective Action.”

The U.S. Basel III rule includes stringent criteria for capital instruments to qualify as Tier 1 or Tier 2 capital. For instance, the rule effectively disallows newly-issued trust preferred securities as a component of a holding company’s Tier 1 capital. However, depository institution holding companies with less than $15 billion in total assets generally may permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in Additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. At December 31, 2018,2023 the Company had $3.5 million of non-qualifying instruments includable in Tier 1 capital that were issued prior to May 19, 2010.

In December 2017,

The Company and the Basel Committee published standards that it described asBank are required to meet the finalizationgenerally applicable regulatory capital requirements of the Basel III post-crisis regulatory reforms, which standards are commonly referred to as Basel IV. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including the recalibration of the risk weightsFederal Reserve and the introductionFDIC. Historically, the Company had been operating under the Small Bank Holding Company Policy Statement, which exempts bank holding companies that have total consolidated assets of newless than $3.0 billion and meet other criteria from the Federal Reserve’s risk-based- and leverage capital requirements for certain “unconditionally cancellable commitments,” suchrules. Because the Company’s total consolidated assets exceeded $3.0 billion as unused credit card lines of credit) and provides a new standardized approach for operational risk capital. UnderSeptember 30, 2022, the Basel framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and are not applicableCompany is no longer subject to the Bank. The impact of Basel IV on us will depend on how itFederal Reserve’s Small Bank Holding Company Policy Statement and is implementedevaluated relative to the capital adequacy standards established by the federalFederal Reserve. A bank regulators.

holding company that crosses the $3.0 billion total consolidated assets threshold as of June 30 of a particular year is no longer permitted to file reports as a small holding company beginning the following March. The Company’s total assets were in excess of $3.0 billion as of June 30, 2023, and as a consequence, beginning in March 2024, the Company will no longer prepare and file financial reports with the Federal Reserve as a small bank holding company.

The Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) requires the federal banking agencies to develop a community bank leverage ratio (the “CBLR”) (defined as the ratio of tangible equity capital to average total consolidated assets) for certain banks and holding companies with total consolidated assets of less than $10 billion and an appropriate risk profile. The required regulations must specify a minimum community bank leverage ratio of not less than 8% and not more than 10%, as well as procedures for treatment of a qualifying community bank that has a community bank leverage ratio that falls below the required minimum.billion. Qualifying banks that exceed the minimum community bank leverage ratio will beCBLR are deemed to be in compliance with all other capital and leverage requirements. The federal banking agenciesCBLR is currently set at 9.0%. The Company and Bank have proposed regulations that would establish a community bank leverage ratio of 9.0%

not adopted the CBLR.

Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a banking institution could subject the institution to a variety of enforcement remedies available to federal regulatory authorities, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits, and other restrictions on its business.


Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a system of “prompt corrective action” to resolve the problems of undercapitalized insured depository institutions. Under this system, the federal banking regulators have established five capital categories (well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) into which; all insured depository institutions are placed.fall into one of these categories. The federal banking agencies have specified by regulation the relevant capital thresholds and other qualitative requirements for each of thosethe categories. For an insured depository institution to be “well-capitalized” under the PCA framework, it must have a common equity Tier 1 capital ratio of 6.5%6.50%, Tier 1 capital ratio of 8.0%8.00%, a total capital ratio of 10.0%10.00%, and a leverage ratio of 5.0%5.00%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by its primary federal regulator to meet and maintain a specific capital level for any capital measure. At December 31, 2018,2023, the Bank qualified for the well-capitalized category.

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. An undercapitalized institution has a capital ratio below any one of four thresholds: a common equity Tier 1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, or a leverage ratio of 4.0%. The severity of the action depends upon the capital category in which the institution is placed. For example, institutions in all three undercapitalized categories are automatically restricted from paying distributions and management fees, whereas only an institution that is significantly undercapitalized or critically undercapitalized is restricted in its compensation paid to senior
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executive officers. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized.

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. Such a plan must include a guarantee from the institution’s bank holding company that the institution will comply with the plan until the institution has been adequately capitalized on average during each of the four consecutive calendar quarters. The holding company’s obligation to fund a capital restoration plan is limited to the lesser of (i) 5% of an undercapitalized subsidiary institution’s assets at the time it became undercapitalized and (ii) the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with Federal Reserve approval.

A critically undercapitalized bank, one with a ratio of tangible equity to total assets of 2% or less, is presumptively subject to a supervisory acquisition or the appointment of a conservator or receiver.

The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

Liquidity

Financial institutions are subject to significant regulatory scrutiny regarding their liquidity positions. This scrutiny has increased during recent years, as the economic downturn that began in the late 2000s negatively affected the liquidity of many financial institutions. Various bank regulatory publications, including Federal Reserve SR 10-6 (Funding and Liquidity Risk Management), address the identification, measurement, monitoring and control of funding and liquidity risk by financial institutions.

The U.S. federal banking regulators have introduced two new liquiditystandardized metrics for large banking organizations. The first metric is the “liquidity coverage ratio,” and it aims to require a financial institution to maintain sufficient high-quality liquid resources to survive an acute stress scenario that lasts for one month. The second metric is the “net stable funding ratio,” and its objective is to require a financial institution to maintain a minimum amount of stable sources relative to the liquidity profiles of the institution’s assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon.

The federal banking regulators finalized the liquidity coverage ratio in September 2014, and proposed the net stable funding ratio in May 2016.

While the liquidity coverage ratio and the proposed net stable funding ratio only apply to the largest banking organizations in the country, certain elements may filter down and become applicable to or expected of all insured depository institutions.

institutions including the Bank.

Payment of Dividends

We are a legal entity separate and distinct from the Bank. Our principal source of cash flow, including cash flow to pay dividends to our shareholders, is from capital raises and dividends the Bank pays to us as the Bank’s sole shareholder. Statutory and regulatory limitations apply to the Bank’s payment of dividends to us as well as to our payment of dividends to our shareholders. A corollary to the requirement that a bank holding company serve as a source of strength to its subsidiary banks is the Federal Reserve policy that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as such a source of strength. Our ability to pay dividends is also subject to the provisions of Washington corporate law that prevent distributions to shareholders if, after giving effect to the distribution, we would not be able to pay our liabilities as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, in deciding whether or not to declare a dividend of any particular size, our board of directors must consider our and the Bank’s current and prospective capital, liquidity, and other needs.

The Washington DFI and the Federal Reserve also regulate the Bank’s dividend payments. Under Washington law, a state-chartered bank may not pay a dividend in an amount greater than its retained earnings without approval.approval of the Washington DFI. Under Federal Reserve regulations, the Bank may not declare or pay a dividend if the total of all dividends declared during the calendar year, including the proposed dividend, exceeds the sum of the Bank’s net income during the current calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the Federal Reserve.

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The Bank’s payment of dividends may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a depository institution may not pay any dividends if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements providing that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.

Restrictions on Transactions with Affiliates and Insiders

The Bank is subject to Section 23A of the Federal Reserve Act, which places limits on the amount of:

a bank’s loans or extensions of credit to affiliates;

a bank’s investment in securities issued by affiliates;

assets a bank maybank’s purchase of assets from affiliates;

loans or extensions of credit made by a bank to third parties collateralized by the securities or obligations of affiliates;

a bank’s guarantee, acceptance or letter of credit issued on behalf of an affiliate;

a bank’s transactions with an affiliate involving the borrowing or lending of securities to the extent they create credit exposure to the affiliate; and

a bank’s derivative transactions with an affiliate to the extent they create credit exposure to the affiliate.

Subject to various exceptions, the total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a bank’s capital and surplus and, as to all affiliates combined, to 20% of a bank’s capital and surplus. In addition to the limitation on the amount of these transactions, the above transactions also must meet specified collateral requirements and safety and soundness requirements. Under no circumstances may a bank purchase a low-quality asset from an affiliate.


The Bank is also subject to Section 23B of the Federal Reserve Act, which, among other things, prohibits a bank from engaging in the above transactions with affiliates, as well as other types of transactions set forth in Section 23B, unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies.

The Bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between the bank and third parties, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. There are also individual and aggregate limitations on loans to insiders and their related interests. The aggregate amount of insider loans generally cannot exceed the institution’s total unimpaired capital and surplus. Insiders and banks are subject to enforcement actions for knowingly entering into insider loans in violation of applicable restrictions.

Brokered Deposits
The FDIA prohibits insured banks from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited) unless it is “well-capitalized,” or it is “adequately capitalized” and receives a waiver from the FDIC. A bank that is “adequately capitalized” and that accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions under the FDIA on a bank that is “well-capitalized.” Further, “undercapitalized” institutions are subject to growth limitations. FDIC rules set forth standards for determining whether a person is a “deposit broker” and whether an insured depository institution must therefore treat deposits placed by that person as brokered deposits. Among other things, these
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rules provides that a person can generally only be a deposit broker if the person places deposits at more than one insured depository institution.
Single Borrower Credit Limits

Under federal law, total loans and extensions of credit to a borrower may not exceed 15% of the Bank’s unimpaired capital and surplus. However, such loans may be in excess of that percentage, but not above 25%, if each loan in excess of 15% is fully collateralized by readily marketable collateral.

Under Washington law, total loans and extensions of credit to a borrower may not exceed 20% of the Bank’s capital and surplus.

Commercial Real Estate Concentration Limits

In December 2006, the federal banking regulators issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” to address increased concentrations in commercial real estate or CRE,(“CRE”), loans. In addition, in December 2015, the federal bank agencies issued additional guidance entitled “Statement on Prudent Risk Management for Commercial Real Estate Lending.” Together, these guidelines describe the criteria the agencies will use as indicators to identify institutions potentially exposed to CRE concentration risk. An institution that has (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development, and other land representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital, and the outstanding balance of the institutions CRE portfolio has increased by 50% or more in the prior 36 months, may be identified for further supervisory analysis of the level and nature of its CRE concentration risk. As of December 31, 2018, theThe Bank’s total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represented 333.0%238.3% and 269.2% of its capital, thus exceeding the 300% target. However, the ratio has decreased sinceat December 31, 2017 when it was at 354.7%.  

2023 and 2022, respectively. The outstanding balance of the Bank’s CRE portfolio has increased by 16.8% and 30.9%, for the years ended December 31, 2023 and 2022, respectively. The Bank maintains enhanced underwriting and monitoring processes and procedures to manage its CRE portfolio.

Privacy

Financial institutions are required to disclose their policies for collecting and protecting non-publicnonpublic personal information of their clients. Clients generally may prevent financial institutions from sharing non-public personal information with nonaffiliated third parties except under certain circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly offering a product or service with a nonaffiliated financial institution. Additionally, financial institutions generally are prohibited from disclosing consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers.

Cybersecurity

Federal banking agencies pay close attention to the cybersecurity practices of banks and their holding companies and affiliates. The interagency council of the agencies, the Federal Financial Institutions Examination Council or FFIEC,(“FFIEC”), has issued several policy statements and other guidance for banks as new cybersecurity threats arise. FFIEC has recently focused on such matters as compromised customer credentials and business continuity planning. Examinations by the banking agencies now include review of an institution’s information technology and its ability to thwart cyberattacks.


Federal banking agency rules require banking organizations to notify their primary federal regulator of significant security incidents within 36 hours of determining that such an incident has occurred as soon as possible and no later than within 36 hours of a significant cybersecurity incident. In addition, the SEC recently enacted rules, effective as of December 18, 2023, requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance.

For further information, see the section titled “Cybersecurity” in Part I, Item 1C of this Annual Report on Form 10-K.
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Consumer Credit Reporting

The FCRA imposes, among other things:

requirements for financial institutions to develop policies and procedures to identify potential identity theft and, upon the request of a consumer, to place a fraud alert in the consumer’s credit file stating that the consumer may be the victim of identity theft or other fraud;

requirements for entities that furnish information to consumer reporting agencies to implement procedures and policies regarding the accuracy and integrity of the furnished information and regarding the correction of previously furnished information that is later determined to be inaccurate;

requirements for mortgage lenders to disclose credit scores to consumers in certain circumstances; and

limitations on the ability of a business that receives consumer information from an affiliate to use that information for marketing purposes.

Anti-Terrorism, Money Laundering Legislation and OFAC

The Bank is subject to the Bank Secrecy Act and the USA Patriot Act. These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and accounts and other relationships intended to guard against money laundering and terrorism financing. The principal requirements for an insured depository institution include (i) establishment of an anti-money laundering program that includes training and audit components, (ii) establishment of a “know your customer” program involving due diligence to confirm the identities of persons seeking to open accounts and to deny accounts to those persons unable to demonstrate their identities, (iii) the filing of currency transaction reports for deposits and withdrawals of large amounts of cash, (iv) additional precautions for accounts sought and managed for non-U.S. persons and (v) verification and certification of money laundering risk with respect to private banking and foreign correspondent banking relationships. For many of these tasks a bank must keep records to be made available to its primary federal regulator. Anti-money laundering rules and policies are developed by a bureau within the Treasury Department, including the Financial Crimes Enforcement Network, but compliance by individual institutions is overseen by its primary federal regulator.

The Bank has established appropriate anti-money laundering and customer identification programs. The Bank also maintains records of cash purchases of negotiable instruments, files reports of certain cash transactions exceeding $10,000 (daily aggregate amount), and reports suspicious activity that might signify money laundering, tax evasion, or other criminal activities pursuant to the Bank Secrecy Act. The Bank otherwise has implemented policies and procedures to comply with the foregoing requirements.

The Treasury Department’s Office of Foreign Assets Control or OFAC,(“OFAC”), is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes lists of persons, organizations and countries suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. If the Company or the Bank finds a name on any transaction, account or wire transfer that is on an OFAC list, the Company or the Bank must freeze or block such account or transaction, file a suspicious activity report, and notify the appropriate authorities.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered, or that file reports, under the Exchange Act. In particular, the act established (i) requirements for audit committees, including independence, expertise and responsibilities; (ii) responsibilities regarding financial statements for the chief executive officer and chief financial officer of the reporting company and new requirements for them to certify the accuracy of periodic reports; (iii) standards for auditors and regulation of audits; (iv) disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) civil and criminal penalties for violations of the federal securities laws. The legislation also established a newan accounting oversight board to enforce auditing standards and restrict the scope of services that accounting firms may provide to their publicpublicly traded company audit clients.


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Overdraft Fees

Federal Reserve Regulation E restricts banks’ abilities to charge overdraft fees. The rule prohibits financial institutions from charging fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions.

The Dodd-Frank Act and the Economic Growth, Regulatory Relief,EGRRCPA
The Dodd-Frank Wall Street Reform and Consumer Protection Act (EGRRCPA)

As final rules and regulations implementing the (“Dodd-Frank Act have been adopted, this law hasAct”) significantly changed and is significantly changing the bank regulatory framework and affected the lending, deposit, investment, trading and operating activities of banks and their holding companies.

A number ofcompanies, including in the effects of the Dodd-Frank Act are described or otherwise accounted for in various parts of this “—Supervision and Regulation” section. The following items provide a brief description of certain other provisions of the Dodd-Frank Act that may be relevant to us and the Bank.

ways:

The Dodd-Frank Act imposed newadditional requirements regarding the origination and servicing of residential mortgage loans. The law created a variety of new consumer protections, including limitations, subject to exceptions, on the manner by which loan originators may be compensated and an obligation on the part of lenders to verify a borrower’s “ability to repay” a residential mortgage loan. Final rules implementing these latter statutory requirements became effective in 2014.

The Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits effective one year after the date of its enactment, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense.

The Dodd-Frank Act addresses many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd-Frank Act (i) requires publicly traded companies to give shareholders a non-binding vote on executive compensation and golden parachute payments; (ii) enhances independence requirements for compensation committee members; (iii) requires national securities exchanges to require listed companies to adopt incentive-based compensation clawback policies for executive officers; (iv) authorizes the SEC to promulgate rules that would allow shareholders to nominate their own candidates using a company’s proxy materials; and (v) directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

Other rules and regulations implementing the Dodd-Frank Act that may be relevant to us and the Bank are described or otherwise accounted for in various parts of this “-Regulation and Supervision” section.

The EGRRCPA made changes to a variety of rules and regulations, including revisions to the Dodd-Frank Act. For example, the EGRRCPA exempts certain lenders from the “ability to repay” requirements. Other EGRRCPA changes are described elsewhere in this section.

Current Expected Credit Losses Model
The FASB adopted a new accounting standard for GAAP that became effective for us on January 1, 2023. This standard, referred to as CECL, requires FDIC-insured institutions and their holding companies (banking organizations) to recognize credit losses expected over the life of certain financial assets. CECL covers a broader range of assets than the current method of recognizing credit losses and generally results in earlier recognition of credit losses. Upon adoption of CECL, a banking organization must record a one-time adjustment to its credit loss allowances as of the beginning of the fiscal year of adoption equal to the difference, if any, between the amount of credit loss allowances under the current methodology and the amount required under CECL. For a banking organization, implementation of CECL is generally likely to reduce retained earnings, and to affect other items, in a manner that reduces its regulatory capital.
Consumer Financial Protection Bureau

The Dodd-Frank Act created the CFPB, an independent federal bureau within the Federal Reserve System having broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the consumer financial privacy provisions of the Gramm-Leach-Bliley Act, Truth in Savings Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with more than $10.0 billion in assets. Smaller institutions, including the Bank, are subject to rules promulgated by the CFPB but continue to be examined and supervised by their primary federal banking agenciesagency for compliance with federal consumer protection laws and regulations. The CFPB also has authority to prevent unfair, deceptive or abusive acts or practices in connection with the offering of consumer financial products. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal
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level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations. The EGRRCPA requires amendments generally intended to narrow the scope of certain of these rules, but we are not currently able to determine how these changes may affect the Bank’s business.


The CFPB has proposed or issued a number of important rules affecting a wide range of consumer financial products. The changes resulting from the Dodd-Frank Act and CFPB rulemakings and enforcement policies may impact the profitability of our business activities, limit our ability to make, or the desirability of making, certain types of loans, require us to change our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business or profitability. The changes may also require us to dedicate significant management attention and resources to evaluate and make necessary changes to comply with the new statutory and regulatory requirements.

The CFPB has concentrated much of its rulemaking efforts on reforms related to residential mortgage transactions.

The CFPB has issued rules related to a borrower’s ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, requirements for high cost mortgages, appraisal and escrow standards and requirements for higher-priced mortgages. The CFPB has also issued rules establishing integrated disclosure requirements for lenders and settlement agents in connection with most closed end, real estate secured consumer loans; and rules which, among other things, expand the scope of information lenders must report in connection with mortgage and other housing-related loan applications under the Home Mortgage Disclosure Act. These rules, which become effective on a rolling basis through January 1, 2019, include significant regulatory
The CFPB’s rulemaking and compliance changesenforcement activities and are expected tostrategic priorities have a broad impact onshifted as its leadership has changed, and in the financial services industry.

With the recent change in leadership at the CFPB, the agency has released a new strategic plan and published formal requests for information on possible changes to its supervisory, enforcement and other programs. These developments suggest thatfuture, the CFPB may be takingtake a different approach to its implementation of consumer financial protection laws butthan it has taken in the agency has not proposed specific changes to its regulations. The EGRRCPA requires the CFPB to make changes to various regulations.

recent past.

The Volcker Rule

On December 10, 2013, five U.S. financial regulators, including the Federal Reserve, adopted a final rule implementing the “Volcker Rule.” The Volcker Rule was created by Section 619 of the Dodd-Frank Act and generally prohibits “banking entities”entities,” including insured depository institutions and their affiliates, from engaging in “proprietary trading.” Banking entities also are prohibitedtrading” and from sponsoring or investing in private equity or hedge funds, or extending credit to or engaging in other covered transactions with affiliated private equity or hedge funds. The fundamental prohibitions of the Volcker Rule generally apply to banking entities of any size, including us, the bank and any other “affiliate” under the BHC Act.funds that they sponsor or advise. The EGRRCPA amendsamended Section 619 to exempt from the Volcker Rule any insured depository institution that has $10.0 billion or less in total consolidated assets and whose total trading assets and trading liabilities are 5% or less of total consolidated assets.

We are among the exempt institutions.

Limitations on Incentive Compensation

In April 2016, the Federal Reserve and other federal financial agencies re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets. For institutions with at least $1 billion but less than $50 billion in total consolidated assets, the proposal would impose principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions would be prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution (1) by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits, or (2) that could lead to material financial loss to the institution. The proposal would also impose certain governance and recordkeeping requirements on institutions covered by the rule. Whether or when the agencies will finalize the proposal is uncertain.


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Information About Our Executive Officers

The table below provides information about our executive officers. Ages are as of December 31, 2018.

2023.

Name

Age

Age

Position

Eric M. Sprink

51

46

President, Chief Executive Officer and Director

Curt T. Queyrouze

62President
Joel G. Edwards

63

58

Chief Financial Officer, Corporate Secretary

RussMichael E. Culp

35Chief Revenue Officer
Tarah M. Herger38CCBX Division Manager
Russell A. Keithley

58

53

Chief LendingBanking Officer

John J. Dickson

Daniel J. Lee

Jonathan E. Sand

53

58

62

Chief Operations Officer

Chief Credit andOfficer

Andrew G. Stines53Chief Risk Officer

The following is a brief discussion of the business and banking background and experience of our executive officers, including their business experience during the last five years.

Eric M. Sprink serves as our President and Chief Executive Officer. Mr. Sprink joined the Company in late 2006 as President and Chief Operating Officer and became Chief Executive Officer in 2010. Mr. Sprink began his banking career working for Security Pacific Bank while enrolled at Arizona State University. He assumed increasing levels of responsibility in the areas of retail operations, consumer and commercial lending and wealth management with Security Pacific Bank and its successor, Bank of America. He then moved to Centura Bank, where he held management positions in retail operations and corporate finance. After Centura Bank was acquired, he held senior management positions at Washington Trust Bank and Global Credit Union. Mr. Sprink is active in industry trade groups and is a director and past chairman of the Community Bankers of Washington. Mr. Sprink received a bachelor’s degree from Arizona State University and an M.B.A. from the University of North Carolina. Mr. Sprink brings to our board of directors leadership experience, significant experience in many facets of the financial services business, and familiarity with our market area. Mr. Sprink has been a member of our board of directors since 2006.

Curt T. Queyrouze has served as our President since 2022. Mr. Queyrouze was most recently President and Chief Executive Officer of TAB Bank, UT, from 2016 to 2022 and Chief Credit Officer from 2014 to 2016, where he gained experience in managing a community bank and fintech partnerships through BaaS. Prior to TAB Bank, Mr. Queyrouze was Senior Vice President Loss Mitigation Manager for Hancock Whitney Bank, from 2009 to 2012. His career includes a variety of leadership roles at banks ranging from top-ten and regionals to community institutions, and as Chief Operating Officer of a fintech company. He holds a degree in Accounting from Louisiana State University and is active in his community and banking industry organizations. Mr. Queyrouze has a background with expertise in credit, risk management, and financial technology.
Joel G. Edwards has served as Executive Vice President and Chief Financial Officer of the Company since 2012. Mr. Edwards is also the Executive Vice President and Chief Financial Officer of the Bank. Prior to joining the Company and Bank, Mr. Edwards was a Senior Vice President and Administration Officer at AmericanWest Bank. Prior to that experience, he was Executive Vice President and Chief Financial Officer at Viking Bank, Vice President and Chief Financial Officer at Rainier Pacific Bank, and President of the Washington Credit Union Share Guaranty Association. He also was employed in the Farm Credit System for eight years including positions as vice president responsible for administration, budget and policy. Mr. Edwards graduated magna cum laude with a bachelor’s degree in business and concentration in economics from, and completed post-graduate studies in accounting at, Eastern Washington University. He also received an M.B.A. from Eastern Washington University.

Russ A. Keithley serves

Michael E. Culp has served as Executive Vice President and Chief LendingRevenue Officer of the Bank positionssince 2023. Mr. Culp joined the Bank in September 2013. From 2021 to 2023 Mr. Culp was the Senior Vice President and Chief Revenue Officer for the Bank and from 2018 to 2021 he served as the Vice President and Senior Vice President of the Bank’s Portfolio Risk Officer. Mr. Culp’s responsibilities at the Bank have included budgeting, managing interest rate risk, overseeing the Bank’s interest rate swaps, and working on strategic initiatives. Prior to joining the Bank, Mr. Culp was a Portfolio Risk Manager at Premier West Bank. Mr. Culp graduated summa cum laude with a bachelor’s degree in economics and a certificate of applied finance and economics. He completed post-graduate studies in accounting. Mr. Culp received an M.B.A. from Washington State University with a concentration in finance.
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Tarah M. Hergerhas heldserved as Executive Vice President and CCBX Division Manager of the Bank since 2015.2022. Mrs. Herger joined the Bank in 2016 and in 2018 was the first employee assigned to the CCBX Division as Vice President and Strategic Partner Program Manager. Mrs. Herger was responsible for designing and implementing the operational and oversight aspects of the CCBX segment.
Russell A. Keithley has served as Executive Vice President and Chief Banking Officer of the Bank since 2020. From 2015 to 2020, Mr. Keithley served as the Bank’s Executive Vice President and Chief Lending Officer. Mr. Keithley joined the Bank in 2012 and became Senior Vice President and Chief Credit Officer in 2014. Prior to joining the Bank, he served as Senior Vice President and Chief Lending Officer of North County Bank and as the Manager Team Lead at InterWest Bank. Mr. Keithley graduated from the University of Washington with a bachelor’s degree in political science. He is an honors graduate of the Pacific Coast Banking School at the University of Washington.

John J. Dickson joined

Jonathan E. Sand has served as the Bank in 2010 and currently serves as Executive Vice President and Chief Operations Officer of the Bank. Prior to joining the Bank, he served in various roles for Frontier Financial Corporation and Frontier Bank from 1985 to 2010, most recently serving as President of Frontier Bank from 2008 to 2010. In 2010, Frontier Bank was closed by the Washington DFI, and the FDIC was named receiver. Mr. Dickson received a bachelor’s degree in economics from the University of Puget Sound and graduated with honors from the Graduate School of Banking at the University of Wisconsin-Madison. Mr. Dickson practiced accounting as a CPA for three years in the audit division of a large accounting firm. Mr. Dickson is past Chairman of the Washington Bankers Association.


Daniel J. Lee joined the Bank in 2018 and currently serves as Executive Vice President and Chief Credit Officer of the Bank since April of 2020 and Risk Officer.as the Chief Credit Officer of the CCBX segment of the Bank since January of 2023. Prior to becoming the Chief Credit Officer, Mr. Sand served as Senior Credit Administrator since 2012. Prior to joining the Bank, he most recentlyMr. Sand held the position of Senior Credit Administrator with Cascade Bank after starting his banking career with Frontier Bank. Mr. Sand is a graduate of Central Washington University and Pacific Coast Banking School.

Andrew G. Stines has served as the Bank’s Chief Risk Officer since January 2020. From 2013 through 2019, Mr. Stines was an Executive Vice President,Director with Ernst and Young LLP in its Regulatory Practices Group assisting large financial institutions with their remediation of enforcement actions, compliance program designs and advising on similar regulatory matters. Before joining Ernst and Young, Mr. Stines served as Chief CreditRisk Officer and BSA Officer for Bank of the Cascades where he managed all credit administration and loan operations.  After helping Bank of the Cascades to more than double its assets and loans in just five years, Bank of the Cascades was acquired by First InterstateSunwest Bank in 2017.  Prior to that,California. Mr. Lee servedStines has over 20 years of experience working with financial institutions on various legal, regulatory and compliance matters. Mr. Stines holds a BS in senior leadership roles of both public and privately held banks.  Mr. Lee earned his BS and MBAManagement from the Kelley School of Business, Indiana University.  He attended the ABA Stonier Graduate School of Banking—currently domiciled at the Wharton Business School, University of Pennsylvania. He served asColorado, a Director on the Government Relations CouncilJuris Doctor from Seattle University and a Master in Science and Finance from Seattle University.
Item 1A.     Risk Factors
As a financial services organization, we are subject to a number of the American Bankers Associationrisks inherent in our transactions and has a rich history of helping advocate for community resources that benefit new businesses and charitable services.

Item 1A.

Risk Factors

Investingpresent in the Company’s common stock involves risks. The investor should carefully considerbusiness decisions we make. Described below are the following risk factors before deciding to makematerial risks and uncertainties that if realized could have an investment decision regarding the Company’s stock. The risk factors may cause future earnings to be lower or theadverse effect on our business, financial condition, results of operations or cash flows, and our access to be less favorable than expected. In addition, other risks that the Company is not aware of, or which are not believed to be material, may cause earnings to be lower, or may deteriorate the financial condition of the Company.liquidity. Consideration should also be given to the other information in this Annual Report on Form 10-K, as well as in the documents incorporated by reference into this Form 10-K. However, other factors not discussed below or elsewhere in this Annual Report on Form 10-K.

could adversely affect our business, financial condition, results of operations or cash flows and our access to liquidity. Therefore, the risk factors below should not be considered a complete list of potential risks we may face.

Risk Factors Summary
Our business is subject to numerous material risks and uncertainties, including those described in Part I Item 1A. “Risk Factors” in this Report on Form 10-K. You should carefully consider these material risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include the following:
Our business and operations are concentrated in the Puget Sound region and we are sensitive to adverse changes in the local economy.
If our allowance for credit losses is insufficient to absorb actual credit losses, our results of operations would be negatively affected.
We operate in a highly competitive market and face increasing competition from traditional and new financial services providers.
We are subject to the various risks associated with our banking business and operations, including, among others, credit, market, liquidity, interest rate and compliance risks, which may have an adverse effect on our business, financial condition and results of operations if we are unable to manage such risks.
We may be unable to effectively manage our growth, which could have an adverse effect on our business, financial condition and results of operations.
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The success of our relationship with broker dealers, digital financial service providers and other partners to provide BaaS is subject to risks associated with managing such relationships.
We operate in a highly regulated industry, and the current regulatory framework and any future legislative and regulatory changes, may have an adverse effect on our business, financial condition and results of operations.
We are subject to regulatory requirements, including stringent capital requirements, consumer protection laws, and anti-money laundering laws, and failure to comply with these requirements could have an adverse effect on our business, financial condition and results of operations.
We are subject to laws regarding privacy, information security and protection of personal information and any violation of these laws or incidents involving personal, confidential or proprietary information of individuals, including, among others, system failures or cybersecurity breaches of our network security, could damage our reputation and otherwise adversely affect our business, financial condition and results of operation.
Our charter documents contain certain provisions, including anti-takeover provision, that limit the ability of our shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
Risks Related to Credit Matters
We are subject to interest rate risk and fluctuations in interest rates may adversely affect our earnings.
The majority of our banking assets and liabilities are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings are significantly dependent on our net interest income, the principal component of our earnings, which is the difference between interest earned by us from our interest-earning assets, such as loans and investment securities, and interest paid by us on our interest-bearing liabilities, such as deposits and borrowings. We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” will negatively impact our earnings. The impact on earnings is more adverse when the slope of the yield curve flattens, that is, when short-term interest rates increase more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates. Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply and international economic weakness and disorder and instability in domestic and foreign financial markets. Our Business

interest rate sensitivity profile was liability sensitive as of December 31, 2023, meaning that we estimate our net interest income would increase more from falling interest rates than from rising interest rates. Loans and deposits in our CCBX segment are more sensitive to interest rate changes than our community bank segment. Over time we anticipate that this will increase sensitivity to both increasing and decreasing interest rates.

Interest rates have risen significantly following the historically low levels during the COVID-19 pandemic. As interest rates have increased, so have competitive pressures on the deposit cost of funds. This has been exacerbated by the bank failures in the first half of 2023 and the resulting heightened competition for deposits, which has also affected the interest we pay on deposits. We expect our funding costs will continue to increase if interest rates continue to remain high if we are required to maintain or increase higher cost deposit products as depositors seek such higher rate products. It is not possible to predict the pace and magnitude of changes in interest rates, or the impact rate changes will have on our results of operations. Due to elevated levels of inflation and corresponding pressure to raise interest rates, the Federal Reserve announced in January of 2022 that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The FOMC since has increased the federal funds rate to 5.50% as of December 31, 2023. The FOMC stated that recent indicators suggest that economic activity has been expanding at a solid pace, job gains have moderated since early last year but remain strong, and the unemployment rate has remained low. Inflation has eased over the past year but remains elevated. The economic outlook is uncertain, and the FOMC remains highly attentive to inflation risks. In support of its goals, the FOMC decided to maintain the current target range for the federal funds rate at its most recent meeting.
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Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for default and could result in a decrease in the demand for loans. At the same time, the marketability of the property securing a loan may be adversely affected by any reduced demand resulting from higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on loans as borrowers refinance their loans at lower rates. In addition, in a low interest rate environment, loan customers often pursue long-term fixed rate credits, which could adversely affect our earnings and net interest margin if rates increase. Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction of income recognized, which could have an adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income.
Our commercial real estate lending activities expose us to increased lending risks and related loancredit losses.

At December 31, 2018,2023, our commercial real estate loan portfolio totaled $516.0 million,$1.30 billion, or 67.1%43.0% of our total loan portfolio. Our current business strategy is to continue our originations of commercial real estate loans. Commercial real estate loans generally expose a lender to greater risk of non-payment or late payment and loss than one-to-four family residential mortgage loans because repayment of the loans often depends on the successful operation of the properties and the income stream of the borrowers. These loans involve larger loan balances to single borrowers or groups of related borrowers compared to one-to-four family residential mortgage loans. To the extent that borrowers have more than one commercial real estate loan outstanding, an adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential real estate loan. Moreover, if loans that are collateralized by commercial real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loancredit losses and would adversely affect our earningsbusiness, financial condition and financial condition.

Impositionresults of limits byoperations. Furthermore, should the bank regulators on commercial real estate lending activities could curtail our growth and adversely affect our earnings.

In 2006, the federal banking regulators issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices,” or the CRE Guidance. Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balancefundamentals of the commercial real estate loan portfolio has increased by 50% or more duringmarket deteriorate due to macroeconomic and other factors, our business, financial condition and results of operations could be adversely affected.

We may be subject to environmental liabilities in connection with the preceding 36 months. Our total non-owner-occupied commercialreal properties we own and the foreclosure on real estate assets securing our loan portfolio.
In the course of our business, we may purchase real estate in connection with our acquisition and expansion efforts, or we may foreclose on and take title to real estate or otherwise be deemed to be in control of property that serves as collateral on loans includingwe make. As a result, we could be subject to environmental liabilities with respect to those properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.
The cost of removal or abatement may substantially exceed the value of the affected properties or the loans secured by apartment buildings, investor commercial real estate,those properties, we may not have adequate remedies against the prior owners or other responsible parties and construction and land loans, represented 333.0%we may not be able to resell the affected properties either before or after completion of its total risk-based capital at December 31, 2018.  However, the ratio has decreased since December 31, 2017 when it was at 354.7%.  


In December 2015, the federal banking regulators released a new statement on prudent risk management for commercial real estate lending, referred to herein as the 2015 Statement. In the 2015 Statement, the federal banking regulators, among other things, indicate the intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward.any such removal or abatement procedures. If the Federal Reserve, our primary federal regulator, were to impose restrictionsmaterial environmental problems are discovered before foreclosure, we generally will not foreclose on the amountrelated collateral or will transfer ownership of commercial real estatethe loan to a subsidiary. It should be noted, however, that the transfer of the property or loans to a subsidiary may not protect us from environmental liability. Furthermore, despite these actions on our part, the value of the property as collateral will generally be substantially reduced or we can hold inmay elect not to foreclose on the property and, as a result, we may suffer a loss upon collection of the loan. Any significant environmental liabilities could adversely affect our portfolio, for reasons noted above or otherwise, our earnings would be adversely affected.

business, financial condition and results of operations.

Our commercial business lending activities expose us to additional lending risks.

As of December 31, 2023, commercial and industrial loans totaled $291.3 million and represented 9.6% of total loans. We make commercial business loans in our market area to a variety of professionals, sole proprietorships, partnerships and corporations. As compared to commercial real estate loans, which are secured by real property, the value
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of which tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself.itself and the conditions in the general economy. Further, any losses incurred on a small number of commercial loans could have an adverse impact on our financial condition and results of operations due to the larger average size of commercial loans as compared with other loans and the risk that collateral securing such loans may depreciate over time, may be difficult to appraise, may fluctuate in value and may depend on the borrower’s ability to collect receivables. We have increased our focus on commercial business lending in recent years and intend to continue to focus on this type of lending in the future.

Our concentration of residential mortgage loans exposes us to increased lending risks.

At December 31, 2018, $94.72023, $463.4 million, or 12.3%15.3%, of our loan portfolio was secured by one-to-four family real estate, a significant majority of which is located in the Puget Sound region.estate. One-to-four family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values as a result of a downturn in the Puget Sound housing market could reduce the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

As of December 31, 2023, $225.4 million of our residential mortgage loans were made through the community bank, and 82.1% are secured by property in Washington State, and a significant majority of that is located in the Puget Sound region. A decline in residential real estate values as a result of a downturn in the Puget Sound housing market could reduce the value of the real estate collateral securing these types of loans. As of December 31, 2023, $161.3 million of our residential mortgage loans made through the community bank were made to investors. These loans may behave more like multi-family loans than individual 1-4 family loans that are occupied by their owners.
As of December 31, 2023, $238.0 million of our residential mortgage loans were made through CCBX partners and are located in different regions across the U.S. A decline in residential real estate values across the U.S. would reduce the value of this residential real estate collateral. These home equity lines of credit are secured by residential real estate and are accessed by using a credit card.
Our origination of construction loans exposes us to increased lending risks.

At December 31, 2023, $157.1 million, or 5.2% of our total loans was construction, land and land development loans. We originate commercial construction loans primarily to professional builders for the construction of one-to-four family residences, apartment buildings, and commercial real estate properties. To a lesser degree, we also originate land acquisition loans for the purpose of facilitating the ultimate construction of a home or commercial building. Our construction loans present a greater level of risk than loans secured by improved, occupied real estate due to: (1) the increased difficulty at the time the loan is made of estimating the building costs and the selling price of the property to be built; (2) the increased difficulty and costs of monitoring the loan; (3) the higher degree of sensitivity to increases in market rates of interest; and (4) the increased difficulty of working out loan problems. In addition, construction costs may exceed original estimates as a result of increased materials, labor or other costs. Construction loans also often involve the disbursement of funds with repayment dependent, in part, on the success of the project and the ability of the borrower to sell or lease the property or refinance the indebtedness.

The

Our focus on lending to the small to medium-sized businesses that we lend to may have fewer resources to endure adverseadversely affect our business, developments than larger firms, which may impair our borrowers’ ability to repay loans.

financial condition and results of operations.

We focus our business development and marketing strategy primarily on small to medium-sized businesses. Small to medium-sized businesses frequently have smaller market shares than larger firms, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair a borrower’s ability to repay a loan. In addition, the success of a small and medium-sized business often depends on the management skills, talents and efforts of a small group of people, and the death, disability or resignation of one or more of these people could have an adverse effect on the business and its ability to repay its loan. If our borrowers are unable to repay their loans, our business, financial condition and earnings could be adversely affected.


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We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses.

The business of lending is inherently risky, including risks that the principal of or interest on any loan will not be repaid timely or at all or that the value of any collateral supporting the loan will be insufficient to cover our outstanding exposure. These risks may be affected by the strength of the borrower’s business sector and local, regional and national market and economic conditions. Many of our loans are made to small to medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers. Our risk management practices, such as monitoring the concentration of our loans within specific industries and our credit approval practices, may not adequately reduce credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with our loan portfolio could lead to unexpected losses and have a material adverse effect onadversely affect our business, financial condition and results of operations.

If

We originate and purchase loans through our CCBX partners, which exposes us to increased lending and compliance risks.
At December 31, 2023, $1.20 billion, or 39.4% of our total loans were originated or purchased through CCBX partners. Our partners underwrite these loans in compliance with our credit standards and policies. Our CCBX partners service $1.11 billion of these loans. Our partners provide fraud and credit enhancements on many of our CCBX loans, but if they are unable to fulfill their contracted obligations then the Bank would be exposed to writing off all or a part of the credit enhancement asset and to additional credit losses as a result of this counterparty risk. We are subject to compliance and regulatory risk if partners do not follow our servicing policies, lending laws and regulations.
Our allowance for loancredit losses ismay prove to be insufficient to absorb actuallosses in our loan portfolio.
Lending money is a substantial part of our business. Every loan carries a certain risk that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things:
the cash flow of the borrower, guarantors and/or the project being financed;
the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;
the character and creditworthiness of a particular borrower or guarantor;
changes in economic and industry conditions; and
the duration of the loan.
The ACL is an estimate of the expected credit losses our resultson financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans in the pool and whether it needs to evaluate the allowance on an individual basis. The Bank must estimate expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. In estimating the life of operations wouldthe loan, the Bank cannot extend the contractual term of the loan for expected extensions, renewals, and modifications, unless the extension or renewal options are included in the contract at the reporting date and are not unconditionally cancellable by the Bank. Because expected credit losses are estimated over the contractual life adjusted for estimated prepayments, determination of the life of the loan may significantly affect the ACL. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit.
Community Bank Portfolio: The ACL calculation is derived for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions. In addition, the Company incorporates a reasonable and supportable forecast.
CCBX Portfolio: The Bank calculates the ACL on loans on an aggregate basis based on each partner and product level, segmenting the risk inherent in the CCBX portfolio based on qualitative and quantitative trends in the portfolio.
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Also included in the ACL are qualitative reserves to cover losses that are expected, but in the Company’s assessment may not be negatively affected.

In determiningadequately represented in the amountquantitative method. For example, factors that the Company considers include environmental business conditions, borrower’s financial condition, credit rating and the volume and severity of past due loans and non-accrual loans. Based on this analysis, the Company records a provision for credit losses to maintain the allowance at appropriate levels.

The determination of the appropriate level of the allowance for loancredit losses we analyze our lossinherently involves a high degree of subjectivity and delinquency experience by loan categoriesrequires us to make significant estimates of current credit risks and we consider the effectfuture trends, all of existing economic conditions. In addition, we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans.which may undergo material changes. If the actual results are different from our estimates or our analyses are incorrect, ourthe allowance for loancredit losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions toresulting in the need for increases in our allowance for credit losses through the provision for losses on loans which is charged against income. Management also recognizes that significant new growth in loan portfolios, through the community bank and/or CCBX, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions.
Many of the agreements with our CCBX partners provide for a credit enhancement which helps protect the Bank by absorbing incurred losses. CCBX credit enhancements are free-standing and are accounted separately from the allowance for credit loss. In accordance with accounting guidance, we estimate and record a provision for probable losses for these CCBX loans, without regard to the credit enhancement. If a CCBX lending partner is unable to fulfill its contractual obligations with the Bank, then the Bank would be exposed to additional credit losses as a result of this counterparty risk and would decreasehave to absorb any credit losses associated with the CCBX partner that cannot fulfill its contractual obligations.
Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our net income. Our emphasis on loan growth and on increasing our portfolio, as well as any future credit deterioration, willcontrol, may require us toan increase our allowance further in the future.

allowance for credit losses. If current conditions in the housing and real estate markets weaken, we expect we will experience increased delinquencies and credit losses. In addition, our banking regulatorsbank regulatory agencies periodically review our allowance for loancredit losses and couldmay require usan increase in the provision for credit losses or the recognition of further loan charge-offs, based on their judgments about information available to them at the time of their examination. In addition, if charge-offs in future periods exceed the allowance for credit losses, we will need additional provisions to increase our provisionthe allowance for loancredit losses. Any increase inWhile we believe that our allowance for loancredit losses or loan charge-offswas adequate at December 31, 2023, there is no assurance that it will be sufficient to cover future credit losses, especially if there is a significant deterioration in economic conditions.

The FASB adopted a new accounting standard referred to as required by regulatory authoritiesCECL which requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans and recognize the expected credit losses as allowances for credit losses. We adopted this accounting pronouncement effective for our fiscal year beginning January 1, 2023.
The current economic condition in the market areas we serve may have a material adverse effect on our results of operations and financial condition.

Nonperforming assets take significant time and resources to resolve and adversely affectimpact our earnings and financial condition.

Nonperforming assets adversely affectcould increase the credit risk associated with our net incomeloan portfolio.

While there is not a single employer or industry in various ways. We generally do not record interest incomeour market area on other real estate owned, or OREO, or on nonperformingwhich a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans thereby adversely affectingsecured by property located in the Puget Sound region and substantially all of our incomeloan and increasing loan administration costs. When we take collateraldeposit customers are businesses and individuals in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market valuegreater Puget Sound region. A deterioration of the collateral, which may ultimatelyeconomy in the market areas we serve could result in a loss. An increase in our levelthe following consequences, any of nonperforming assets increases our risk profile and maywhich would have an adverse impact, the capital levels regulators believe are appropriate in light of the ensuing risk profile. While we seek to reduce problem assets through loan workouts, restructurings and otherwise, decreases in the value of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond our control,which could have abe material, effect on our business, financial condition, and results of operations. In addition, the resolution of nonperformingoperations:
high short-term interest rates may cause deposits to decline and deposit costs to increase as depositors seek higher returns on their deposits;
loan delinquencies may increase;
problem assets requires significant commitments of time from management, whichand foreclosures may materially and adversely impact their ability to perform their other responsibilities. Weincrease;
collateral for loans made may not experience future increasesdecline in value, in turn reducing customers’ borrowing power, reducing the value of nonperforming assets.

assets and collateral associated with existing loans;

certain securities within our investment portfolio could become other than temporarily impaired, requiring a write-down through earnings to fair value, thereby reducing equity;

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CCBX partners may experience financial difficulties or fail, our BaaS revenue may decrease, and credit losses could increase if the partner cannot fulfill its credit enhancement obligations;
low cost or noninterest bearing deposits may decrease; and
demand for our loan and other products and services may decrease.
A decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loans are geographically diverse. Many of the loans in our portfolio are secured by real estate. Deterioration in the real estate markets where collateral for a mortgage loan is located could negatively affect the borrower’s ability to repay the loan and the value of the collateral securing the loan. Real estate values are affected by various other factors, including changes in general or regional economic conditions, governmental rules or policies and natural disasters such as earthquakes and flooding. Further, deterioration in local economic conditions could drive the level of credit losses beyond the level we have provided for in our allowance for credit losses, which in turn could necessitate an increase in our provision for credit losses and a resulting reduction to our earnings and capital.
In addition, weakening in regional and general economic conditions such as inflation, recession, business closings, restrictions on business activity, unemployment, natural disasters, epidemic illness, or other factors beyond our control could reduce our growth rate and negatively affect demand for loans, the ability of our borrowers to repay their loans and our financial condition and results of operations.
Our Small Business Administration, or SBA lending program is dependent upon the U.S. federal government, and we face specific risks associated with originating SBA loans.

As of December 31, 2023, the balance of owned SBA loans and SBA loans net of the sold portion was $8.0 million, which includes $3.0 million in PPP loans that are 100% guaranteed, and an additional $1.9 million in non-PPP SBA loans which are also guaranteed. As of December 31, 2023, the balance of SBA loans sold and serviced was $8.7 million, resulting in $49,000 in servicing income for the year ended December 31, 2023. Our SBA lending program is dependent upon the U.S. federal government. As an approved participant in the SBA Preferred Lender’s Program, referred to herein as an SBA Preferred Lender, we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request corrective actions or impose enforcement actions, including revocation of the lender’s SBA Preferred Lender status. If we lose our status as an SBA Preferred Lender, we may lose some or all of our customers to lenders who are SBA Preferred Lenders, and as a result we could experience a materialan adverse effect to our financial results. Any changes to the SBA program, including but not limited to changes to the level of guarantee provided by the federal government on SBA loans, changes to program specific rules impacting volume eligibility under the guaranty program, as well as changes to the program amounts authorized by Congress or exhaustion of the available funding for SBA programs may also have a materialan adverse effect on our business.business, financial condition and results of operation. In addition, any default by the U.S. governmentGovernment on its obligations or any prolonged government shutdown could, among other things, impede our ability to originate SBA loans or sell such loans in the secondary market, which could materially and adversely affect our business, financial condition and earnings.

Theresults of operations.

Included in this category are PPP loans, which have a contractual rate of 1.0%, with maturity terms of two to five years, are unsecured, 100% guaranteed and the loan proceeds of which may be forgiven by the U.S. Government / SBA if used for certain purposes.
Outside of the PPP, the SBA’s 7(a) Loan Program is the SBA’s primary program for helping start-up and existing small businesses, with financing guaranteed for a variety of general business purposes. Generally, we sell the guaranteed portion of our non-PPP SBA 7(a) loans in the secondary market. These sales result in premium income for us at the time of sale and create a stream of future servicing income, as we retain the servicing rights to these loans. For the reasons described above, we may not be able to continue originating these loans or sell them in the secondary market. Furthermore, even if we are able to continue to originate and sell SBA 7(a) loans in the secondary market, we might not continue to realize premiums upon the sale of the guaranteed portion of these loans or the premiums may decline due to economic and competitive factors. When we originate SBA loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on a loan, we share any loss and recovery related to the loan pro-rata with the SBA. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may seek recovery of the principal loss related to the deficiency from us. Generally, we do not maintain reserves or loss allowances for such potential claims and any such claims could materially and adversely affect our business, financial condition and earnings.

results of operations.

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The laws, regulations and standard operating procedures that are applicable to SBA loan products may change in the future. We cannot predict the effects of these changes on our business, financial condition and profitability.results of operation. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies and especially our organization, changes in the laws, regulations and procedures applicable to SBA loans could adversely affect our ability to operate profitably.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the economy of the Puget Sound region.

While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans secured by property located in the Puget Sound region. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Uncertainties have arisen regarding the potential for a reversal or renegotiation of international trade agreements under the current administration, and the impact such actions and other policies of the current administration may have on economic and market conditions. In addition, concerns about the performance of international economies, especially in Europe and emerging markets, and economic conditions in Asia, particularly the economies of China, South Korea and Japan, can impact the economy and financial markets here in the United States. If the national, regional and local economies experience worsening economic conditions, including high levels of unemployment, our growth and profitability could be constrained. Weak economic conditions are characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and equity


capital markets, increased delinquencies on mortgage, commercial and consumer loans, residential and commercial real estate price declines, and lower home sales and commercial activity. All of these factors are generally detrimental to our business. Our business is significantly affected by monetary and other regulatory policies of the U.S. federal government, its agencies and government-sponsored entities. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control, are difficult to predict and could have a material adverse effect on our business, financial position, results of operations and growth prospects. In addition, decreases in local real estate values caused by economic conditions, recent changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for loan losses, which in turn could necessitate an increase in our provision for loan losses and a resulting reduction to our earnings and capital.

Economic conditions could result in increases inincrease our level of nonperforming loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and investment securities, and our ongoing operations, costs and profitability. Further, declines in real estate values and sales volumes and elevated unemployment levels may result in higher loan delinquencies, increases in our nonperforming and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and earnings. Reduction in problem assets can be slow, and the process can be exacerbated by the condition of the properties securing nonperforming loans and the lengthy foreclosure process in Washington. To the extent that we must work through the resolution of assets, economic problems may cause us to incur losses and adversely affect our capital, liquidity,business, financial condition, results of operations or cash flows and our access to liquidity.
Nonperforming assets take significant time and resources to resolve and adversely affect our business, financial condition.

condition and results of operations.

Nonperforming assets adversely affect our net income in various ways. We generally do not record interest income on other real estate owned (“OREO”), or on nonperforming loans, thereby adversely affecting our income and increasing loan administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market value of the collateral, which may ultimately result in a loss. An increase in our level of nonperforming assets increases our risk profile and may impact the capital levels regulators believe are appropriate in light of the ensuing risk profile. While we seek to reduce problem assets through loan workouts, restructurings and otherwise, decreases in the value of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond our control, could adversely affect our business, financial condition and results of operations. In addition, the resolution of nonperforming assets requires significant commitments of time from management, which may adversely impact their ability to perform their other responsibilities. We may not experience future increases in the value of nonperforming assets.
Risks Related to Compliance and Operational Matters
Imposition of limits by the bank regulators on commercial real estate lending activities could curtail our growth and adversely affect our earnings.
In 2006, the federal banking regulators issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (“CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. Our total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, totaled $1.1 billion and represented 238.3% and 269.2% of its capital, at December 31, 2023 and 2022, respectively. The outstanding balance of the Bank’s regulatory CRE portfolio has increased by 16.8% and 30.9%, for the years ended December 31, 2023 and 2022, respectively. The level of CRE has exceeded regulatory guidelines in the previous 36 months, it was 305.1% at December 31, 2021, but the growth rate was within regulatory guidelines.
In December 2015, the federal banking regulators released a new statement on prudent risk management for commercial real estate lending, referred to herein as the 2015 Statement. In the 2015 Statement, the federal banking regulators, among other things, indicate their intent to “continue to pay special attention” to commercial real estate lending activities and concentrations going forward. If the Federal Reserve, our primary federal regulator, were to impose restrictions on the amount of commercial real estate loans we can hold in our portfolio, for reasons noted above or otherwise, our earnings would be adversely affected.
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Our business is subject to the risks of epidemic illnesses, earthquakes, tsunamis, floods, fires and other natural catastrophic events or effects of climate change.
A major catastrophe, such as an epidemic illness, earthquake, tsunami, flood, fire or other natural disaster or effects of climate change could result in a prolonged interruption of our business. For example, our headquarters are located in Everett, Washington and we serve the broader Puget Sound region, a geographical region that has been and may continue to be affected by earthquake, tsunami, wildfires and flooding activity. These activities may increase as the effects of climate change increase. Because we primarily serve individuals and businesses in the Northwest, a natural disaster, epidemic illness, significant effect of climate change or other major catastrophe in the Northwest likely would have a greater impact on our business, financial condition and results of operation than if our business were more geographically diverse. The occurrence of any of these natural disasters. epidemic illnesses, effects of climate change or other major catastrophes could negatively impact our performance by disrupting our operations or the operations of our customers, which could adversely affect our business, financial condition, results of operations.
Appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property, other real estate ownedOREO and repossessed personal property may not accurately describereflect the net value of the asset.

In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques to establish the value of our OREO, and personal property that we acquire through foreclosure proceedings and to determine certain loan impairments. If any of these valuations are inaccurate, our financial statements may not reflect the correct value of our OREO, and our allowance for loancredit losses may not reflect accurate loan impairments. This could have a material adverse effect onadversely affect our business, financial condition orand results of operations. As of December 31, 2018,2023, we did not hold any OREO or repossessed property and equipment.

We derive a percentage of our deposits, total assets and income from deposit accounts generated through our BaaS relationships.
Deposit accounts acquired through these relationships totaled $1.86 billion, or 55.4% of total deposits at December 31, 2023. We provide oversight over these relationships, which must meet all internal and regulatory requirements. We may exit relationships where such requirements are not met or be required by our regulators to exit such relationships. Also, our CCBX partner(s) could terminate a relationship with us for many reasons, including being able to obtain better terms from another provider or dissatisfaction with the level or quality of our services. If a relationship were to be terminated, it could materially reduce our deposits, assets and income. We cannot assure you that we could replace such relationship. If we cannot replace such relationship, we may be required to seek higher rate funding sources as compared to the existing relationship and interest expense might increase. We may also be required to sell securities or other assets to meet funding needs which would reduce revenues or potentially generate losses.
Our strategy of partnering with broker dealers and digital financial service providers to offer BaaS has been adopted by other institutions with which we compete.
Several online banking operations as well as the online banking programs of conventional banks have instituted BaaS strategies similar to ours. As a consequence, we have encountered competition in this area and anticipate that we will continue to do so in the future. This competition may increase our costs, reduce our revenues or revenue growth or, because we are a relatively small banking operation without the name recognition of other, more established banking operations, make it difficult for us to compete effectively in obtaining these relationships.
Our agreements with BaaS partners may produce limited revenue and may expose us to liability for compliance violations by BaaS partners.
We have entered into agreements with BaaS partners, which includes broker dealers and digital financial service providers, pursuant to which we will provide certain banking services for the BaaS partner customers, including serving as the issuing bank for debit cards issued to their customers and establishing one or more settlement accounts for the purpose of settling customer transactions in the cash management account program. The agreements have varying terms and may be terminated by the parties under certain circumstances. If our BaaS partners are not successful in achieving customer acceptance of their programs or terminate the agreement before the end of its term, our revenue under the agreement may
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be limited or may cease altogether. In addition, because we will provide banking services with respect to the cash features of our BaaS partner account programs, our bank regulators may hold us responsible for their activities with respect to the marketing or administration of their programs, which may result in increased compliance costs for us or potentially compliance violations as a result of BaaS partner activities. In recent years, a significant number of banks that provide BaaS have become subject to enforcement actions relating to their partners’ activities, indicating that banking regulators have made banks’ oversight over their BaaS partners a supervisory priority and that there is an increased risk that we could similarly become subject to additional regulatory scrutiny or enforcement. Additionally, financial weaknesses at our BaaS partners could cause us to record greater expenses or losses or suffer reputational harm.
We may be adversely affected by changes in U.S. tax laws and regulations.
From time to time, the U.S. Government may introduce new tax laws and regulations, or interpretations of existing income tax laws could change, causing an adverse effect on our business, financial condition and results of operations. For example, changes in tax laws contained in the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”), which was enacted in December 2017, include a number of provisions that will have an impact on the banking industry, borrowers and the market for residential real estate. Included in this legislation was a reduction of the corporate income tax rate from 35% to 21%. In addition, other changes included: (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes.
We are subject to additional state and local taxes as a result of CCBX operations.
We are subject to additional state and local taxes and related reporting requirements related to our CCBX operations. The added recordkeeping burden as well as additional expense that could result from the expansion of CCBX into new regions may have an adverse impact on our business, financial condition and results of operations.
Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks, including, but not limited to, customer, employee or third-party fraud and data processing system failures and errors.
We rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud or other misconduct by employees or outside persons, the improper use of confidential information, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control system and compliance requirements, high volume of transactions processed for our strategic partners, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions, including claims for negligence, that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. We maintain a system of internal controls to mitigate operational risks, including data processing system failures and errors and customer or employee fraud, as well as insurance coverage designed to protect us from material losses associated with these risks, including losses resulting from any associated business interruption. It is not always possible to prevent employee or third-party errors or misconduct. Although our control testing has not identified any material weaknesses in our internal control system, a breakdown in our internal control system, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.
We are dependent on the use of data and modeling in our management’s decision-making, and faulty data or modeling approaches could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future.
The use of statistical and quantitative models and other quantitative analyses is widespread in bank decision-making, and the employment of such analyses is becoming increasingly widespread in our operations. Liquidity stress testing, interest rate sensitivity analysis, and the identification of possible violations of anti-money laundering regulations are all examples of areas in which we are dependent on models and the data that underlies them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While we are not subject to stress testing under the Dodd-Frank Act, we anticipate that model-derived testing may become more extensively implemented by regulators in the future.
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We anticipate data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While we believe these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact our decision-making ability or, if we become subject to regulatory stress testing in the future, adverse regulatory scrutiny. Further, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making.
We depend on the accuracy and completeness of information provided to us by our borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition and results of operations.
In deciding whether to approve loans or to enter into other transactions with borrowers and counterparties, we rely on information furnished to us by, or on behalf of, borrowers and counterparties, including financial statements, credit reports and other financial information. We also rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected and we may be subject to regulatory action. Whether a misrepresentation is made by the loan applicant, another third party, or one of our employees, we generally bear the risk of loss associated with the misrepresentation. Our controls and processes may not have detected, or may not detect all, misrepresented information in our loan originations or from our business clients. Any such misrepresented information could adversely affect our business, financial condition and results of operations.
We could recognize losses on investment securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
While we attempt to invest a significant majority of our total assets in loans (our loan-to-asset ratio was 80.6% as of December 31, 2023), we invest a percentage of our total assets (4.0% as of December 31, 2023) in investment securities with the primary objectives of providing a source of liquidity and meeting pledging requirements. As of December 31, 2023, the fair value of our available for sale investment securities portfolio was $99.5 million, which included a net unrealized loss of $537,000, and the fair value of our held to maturity investment securities was $51.0 million, which included a net unrealized gain of $181,000. Factors beyond our control can significantly and adversely influence the fair value of securities in our portfolio. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires difficult, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Although we have not recognized other-than-temporary impairment related to our investment portfolio as of December 31, 2023, changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, among other factors, may cause us to recognize losses in future periods, which could have an adverse effect on our business, financial condition and results of operations.
The accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our critical accounting policies are inaccurate.
The preparation of financial statements and related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and related notes to those financial statements. Our critical accounting policies, which are included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report on Form 10-K, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that we consider “critical” because they require judgments, assumptions and estimates that materially affect our consolidated financial statements and related disclosures. As a result, if future events or regulatory views concerning such analysis differ significantly from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material impact on our consolidated financial statements and related disclosures, in each case resulting in our needing to revise or restate prior period financial statements, cause damage to our reputation and the price of our common stock, and adversely affect our business, financial condition and results of operations.
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Dependency on external security systems expose us to greater operational risk.
External security systems with which we are connected, whether directly or indirectly, through the community bank or CCBX, can be sources of risk to us. We may be exposed not only to a systems failure with which we are directly connected, but also to a systems breakdown of a party to CCBX or other relationship to which we are connected. This is particularly the case where activities of customers or those parties are beyond our security and control systems, including through the use of the internet, cloud computing services and personal smart phones and other mobile devices or services.
If that party experiences a breach of its own systems or misappropriates that data, this could result in a variety of negative outcomes for us and our customers, including:
losses from fraudulent transactions, as well as potential liability for losses that exceed thresholds established in consumer protection laws and regulations,
increased operational costs to remediate the consequences of the external party’s security breach,
negative impact on future revenues; and
harm to reputation arising from the perception that our systems may not be secure.
We are highly dependent on the accuracy and effectiveness of our operational processes and systems and the operational processes and systems of external parties related to the community bank and CCBX.
We rely comprehensively on financial, accounting, transaction execution, data processing and other operational systems to process, record, monitor and report a large number of transactions on a continuous basis, and to do so accurately, quickly and securely. In addition to the proper design, installation, maintenance and training of our own operational systems, we rely on the effective functioning of operational systems of external parties related to the community bank and CCBX. Breakdowns in these operational systems could result in:
the inability to accurately and timely settle transactions,
the possibility that funds transfers or other transactions are executed erroneously, or with unintended consequences,
financial losses incurred, or possible restitution to customers, resulting from contractual agreements with external parties related to the community bank and CCBX,
regulatory issues,
higher operational costs, associated with replacing or recovering systems that are inoperable or unavailable,
loss of confidence in our ability to protect against and withstand operational disruptions, thus impacting our ability to market and establish new relationships in the CCBX segment, and
harm to our reputation.
As the speed, frequency, volume, interconnectivity and complexity of transactions within our CCBX segment continues to increase, it becomes more challenging to effectively maintain systems and mitigate risks such as:
errors made by us or external parties doing business with the community bank and CCBX, whether inadvertent or malicious; and
isolated or seemingly insignificant errors or losses, which migrate to other systems or grow in number, to become larger issues or losses.
We may be subject to potential business risk from actions by our regulators related to CCBX relationships.
Our regulators could impose restrictions on the businesses served in our CCBX segment or restrict the number of different relationships the Company can hold. Regulatory restrictions placed on the parties served in the Company’s CCBX segment could result in reduced demand for services, reduced future revenue in the CCBX segment, or loss of current relationships. Regulatory restrictions that limit the number of relationships the Company can hold in its CCBX segment would result in reduced future revenue and limit the potential for growth in that segment.
Risks Related to Strategic and Reputational Matters
Our business strategy includes growth, and our business, financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.
Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to
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successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding deposit and lending capacity that generally require a period of time to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence and that require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in modernizing existing facilities, opening new branches or deploying new services.
Our expansion strategy focuses on organic growth of our community bank and the expansion of our CCBX segment. We may not be able to execute on aspects of our expansion strategy, which may impair our ability to sustain our historical rate of growth or prevent us from growing at all. More specifically, we may not be able to generate sufficient new loans and deposits within acceptable risk and expense tolerances, obtain the personnel or funding necessary for additional growth or find suitable new strategic partners. The success of our strategy also depends on our ability to effectively manage growth, which is dependent upon a number of factors, including our ability to adapt our credit, operational, technology and governance infrastructure to accommodate expanded operations. If we fail to implement one or more aspects of our strategy, we may be unable to maintain our historical earnings trends, which could have an adverse effect on our business, financial condition and results of operations.
Strong competition within our market area could hurt our profits and slow growth.
Our profitability depends upon our continued ability to compete successfully in our market area. We face intense competition both in making loans and attracting deposits. Our competitors for commercial real estate loans include other community banks and commercial lenders, some of which are larger than us and have greater resources and lending limits than we have and offer services that we do not provide. We face stiff competition for one-to-four family residential loans from other financial service providers, including large national residential lenders and local community banks. Other competitors for one-to-four family residential loans include credit unions and mortgage brokers which keep overhead costs and mortgage rates down by selling loans and not holding or servicing them. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We expect competition to remain strong in the future.
The Washington DFI has entered into a multi-state agreement with six other states that is intended to streamline the licensing process for money service businesses, which include money transmitters and payment service providers. Increasing the relative ease of obtaining a license to operate a money service business within the state of Washington may encourage financial technology, or fintech, companies to offer services in the state, thereby increasing competition for such services.
We rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their services.
Our success depends in large part on the performance of our executive management team and other key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Competition for qualified employees is intense, and the process of locating key personnel with the combination of skills, attributes and business relationships required to execute our business plan may be lengthy. We may not be successful in retaining our key employees, and the unexpected loss of services of one or more of our key personnel could have an adverse effect on our business because of their skills, knowledge of and business relationships within our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have an adverse effect on our business, financial condition and results of operations.
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Anti-takeover provisions in our corporate organizational documents and provisions of federal and state law may make an attempted acquisition or replacement of our board of directors or management more difficult.
Our second amended and restated articles of incorporation and our amended and restated bylaws, (“bylaws”), may have an anti-takeover effect and may delay, discourage or prevent an attempted acquisition or change of control or a replacement of our incumbent board of directors or management. Our governing documents include provisions that:
empower our board of directors, without shareholder approval, to issue preferred stock, the terms of which, including voting power, are to be set by our board of directors;
establish a classified board of directors, with directors of each class serving a three-year term;
provide that directors may be removed from office without cause only by vote of 80% of the outstanding shares then entitled to vote;
eliminate cumulative voting in elections of directors;
permit our board of directors to alter, amend or repeal our bylaws or to adopt new bylaws;
require the request of holders of at least one-third of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting;
require shareholders that wish to bring business before annual meetings of shareholders, or to nominate candidates for election as directors at our annual meeting of shareholders, to provide timely notice of their intent in writing;
require that certain business combination transactions with a significant shareholder be approved by holders of two-thirds of the shares held by persons other than the significant shareholder; and
enable our board of directors to increase, between annual meetings, the number of persons serving as directors and to fill the vacancies created as a result of the increase by a majority vote of the directors present at a meeting of directors.
In addition, certain provisions of Washington law, including a provision which restricts certain business combinations between a Washington corporation and certain affiliated shareholders, may delay, discourage or prevent an attempted acquisition or change in control. Furthermore, banking laws impose notice, approval, and ongoing regulatory requirements on any shareholder or other party that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or its holding company. These laws include the BHC Act, the Change in Bank Control Act, and comparable banking laws in the State of Washington. These laws could delay or prevent an acquisition.
We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage our reputation and otherwise adversely affect our business, financial condition and earnings.
Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services to customers and partners. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. We are subject to complex and increasingly demanding laws and regulations governing the privacy and protection of personal information of individuals (including customers, employees, suppliers and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal laws and regulations impose data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in
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certain circumstances in the event of a security breach. Ensuring that our collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase our costs.
While we have implemented a vendor management program with the third-party service providers, to help ensure third party relationships are effectively managed by providing risk-focused controls and processes that are designed to monitor our vendors’ compliance with relevant laws, regulations, and industry standards, we may not be able to ensure that all of our clients, suppliers, counterparties, broker dealers and financial providers in CCBX, and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties), we could be exposed to litigation or regulatory sanctions under personal information laws and regulations. Concerns regarding the effectiveness of our measures to safeguard personal information, or even the perception that such measures are inadequate, could cause us to lose customers or potential customers for our products and services and thereby reduce our revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage our reputation and otherwise adversely affect our business, financial condition and earnings.
We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions, security breaches and cybersecurity threats could have an adverse effect on our business, financial condition and results of operations.
Our business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have an adverse effect on our business, financial condition and results of operations.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our customers and employees. The processing that takes place with our strategic partners could potentially have an adverse impact on us in the event of a security breach of their systems. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. We, our customers, and other financial institutions with which we interact, are subject to increasingly frequent, continuous attempts, including ransomware and malware attacks, to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. Our systems and our third-party service providers’ systems have been, and will likely continue to be, subject to advanced computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and other cyber-attacks.
We have an Information Security Program that includes internal/external penetration testing, regular vulnerability assessments, detailed vulnerability management, data loss prevention controls, file access and integrity monitoring and reporting and threat intelligence. While we have established policies and procedures to prevent or limit the impact of cyber-attacks, there can be no assurance that such events will not occur or will be adequately addressed if they do. In addition, we also outsource certain cybersecurity functions, such as penetration testing, to third-party service providers, and the failure of these service providers to adequately perform such functions could increase our exposure to security breaches and cybersecurity threats. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other malicious code and cyber-attacks that could have an impact on information security. Any such breach or attacks could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties; disrupt our operations and the services we provide to customers; damage our reputation; and cause a loss of confidence in our products and services, all of which could adversely affect our business, financial condition and results of operations. Further, to the extent that the activities of our third-party service providers or
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the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities. For further information, see the section titled “Cybersecurity” in Part I, Item 1C of this Annual Report on Form 10-K.
As noted above, federal banking agency rules require banking organizations to notify their primary federal regulator of significant security incidents within 36 hours of determining that such an incident has occurred as soon as possible and no later than within 36 hours of a significant cybersecurity incident. Failure to comply with these requirements in the event of such an incident could result in sanctions by regulatory agencies, civil money penalties, and/or damage to our reputation, all of which could have an adverse effect on our business, financial condition and results of operations. Additionally, the SEC recently enacted rules, effective as of December 18, 2023, requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance. If we fail to comply with these new requirements we could incur regulatory fines in addition to other adverse consequences to our reputation, business, financial condition and results of operations.
Risks Related to Our Capital and Liquidity
Ineffective liquidity management could adversely affect our business, financial condition and earnings.

results of operations.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet customer loan requests, customer deposit maturities/withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances causing industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in the geographic markets in which our loans and operations are concentrated or difficult credit markets. Our access to deposits may also be affected by the liquidity needs of our depositors. In particular, a majority of our liabilities are checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial majority of our assets are loans, which cannot be called or sold in the same time frame. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could materially and adversely affect our business, financial condition and earnings.


Our agreement with Aspiration may produce limited revenue and may expose us to liability for compliance violations by Aspiration.

We have entered into an agreement with Aspiration, an online investment platform that offers socially-conscious and sustainable banking and investing, pursuant to which we will provide certain banking services for Aspiration’s new cash management account program that Aspiration launched in the fourth quarter of 2018, including serving as the issuing bank for debit cards issued to Aspiration’s customers and establishing one or more settlement accounts for the purpose of settling customer transactions in the cash management account program. The agreement with Aspiration has an initial term (subject to two automatic renewals for successive 12-month terms) of three years from November 23, 2018 it may be earlier terminated by the parties under certain circumstances. If Aspiration is not successful in achieving customer acceptance of its cash management account program or terminates the agreement before the end of its term, our revenue under the agreement may be limited or may cease altogether. In addition, because we will provide banking services with respect to the cash features of Aspiration’s cash management account program, our bank regulators may hold us responsible for Aspiration’s activities with respect to the marketing or administration of Aspiration’s cash management account program, which may result in increased compliance costs for us or potentially compliance violations as a result of Aspiration’s activities.

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets, deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding deposit and lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence and that require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in modernizing existing facilities, opening new branches or deploying new services.

We may not be able to implement our expansion strategy, which may adversely affect our ability to maintain our historical earnings trends.

Our expansion strategy focuses on organic growth, supplemented by strategic acquisitions and expansion of the Bank’s banking location network, or de novo branching. We may not be able to execute on aspects of our expansion strategy, which may impair our ability to sustain our historical rate of growth or prevent us from growing at all. More specifically, we may not be able to generate sufficient new loans and deposits within acceptable risk and expense tolerances, obtain the personnel or funding necessary for additional growth or find suitable acquisition candidates. Various factors, such as economic conditions and competition with other financial institutions, may impede or prohibit the growth of our operations, the opening of new banking locations and the consummation of acquisitions. Further, we may be unable to attract and retain experienced bankers, which could adversely affect our growth. The success of our strategy also depends on our ability to effectively manage growth, which is dependent upon a number of factors, including our ability to adapt our credit, operational, technology and governance infrastructure to accommodate expanded operations. If we fail to implement one or more aspects of our strategy, we may be unable to maintain our historical earnings trends, which could have a material adverse effect on our business, financial condition and results of operations.


We are subject to certain risks in connection with growing through mergers and acquisitions.

It is possible that we could acquire other banking institutions, other financial services companies or branches of banks in the future. Acquisitions typically involve the payment of a premium over book and trading values and, therefore, may result in the dilution of our tangible book value per share and/or our earnings per share. Our ability to engage in future mergers and acquisitions depends on various factors, including: (1) our ability to identify suitable merger partners and acquisition opportunities; (2) our ability to finance and complete transactions on acceptable terms and at acceptable prices; and (3) our ability to receive the necessary regulatory and, when required, shareholder approvals. Our inability to engage in an acquisition or merger for any of these reasons could have an adverse impact on the implementation of our business strategies. Furthermore, mergers and acquisitions involve a number of risks and challenges, including our ability to achieve planned synergies and to integrate the branches and operations we acquire, and the internal controls and regulatory functions into our current operations, as well as the diversion of management’s attention from existing operations, which may adversely affect our ability to successfully conduct our business and negatively impact our financial results.

We rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their services.

Our success depends in large part on the performance of our executive management team and other key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Competition for qualified employees is intense, and the process of locating key personnel with the combination of skills, attributes and business relationships required to execute our business plan may be lengthy. We may not be successful in retaining our key employees, and the unexpected loss of services of one or more of our key personnel could have an adverse effect on our business because of their skills, knowledge of and business relationships within our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We may need to raise additional capital in the future, and such capital may not be available when needed or at all.

We may need to raise additional capital, in the form of additional debt or equity, in the future to have sufficient capital resources and liquidity to meet our commitments and fund our business needs and future growth, particularly if the quality of our assets or earnings were to deteriorate significantly. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial condition. Economic conditions and a loss of confidence in financial institutions may increase our cost of funding and limit access to certain customary sources of capital or make such capital only available on unfavorable terms, including interbank borrowings, repurchase agreements and borrowings from the discount window of the Federal Reserve. We may not be able to obtain capital on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of our bank or counterparties participating in the capital markets or other disruption in capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a materialan adverse effect on our business, financial condition and results of operations.

We are subject to interest rate risk and fluctuations in interest rates

There may be future sales or other dilution of our equity, which may adversely affect our earnings.

The majoritythe market price of our banking assets and liabilities are monetarysecurities.

We may seek to raise additional capital in nature and subject to risk from changes inthe future through equity offerings. The issuance of additional shares of common stock or the issuance of convertible securities would dilute the ownership interest rates. Like most financial institutions, our earnings are significantly dependent on our net interest income, the principal component of our earnings, which is the difference between interest earned by us from our interest-earning assets, such as loans and investment securities, and interest paid by us on our interest-bearing liabilities, such as deposits and borrowings. We expect that we will periodically experience “gaps” in the interest rate sensitivitiesexisting common shareholders. The market price of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to


changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” will negatively impact our earnings. The impact on earnings is more adverse when the slope of the yield curve flattens, that is, when short-term interest rates increase more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates. Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply and international economic weakness and disorder and instability in domestic and foreign financial markets. Our interest rate sensitivity profile was asset sensitive as of December 31, 2018, meaning that we estimate our net interest income would increase more from rising interest rates than from falling interest rates.

Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for default andcommon stock could result in a decrease in the demand for loans. At the same time, the marketability of the property securing a loan may be adversely affected by any reduced demand resulting from higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on loans as borrowers refinance their loans at lower rates. In addition, in a low interest rate environment, loan customers often pursue long-term fixed rate credits, which could adversely affect our earnings and net interest margin if rates increase. Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income. If short-term interest rates continue to remain at their historically low levels for a prolonged period, and assuming longer-term interest rates fall further, we could experience net interest margin compression as our interest-earning assets would continue to reprice downward while our interest-bearing liability rates could fail to decline in tandem. Such an occurrence would have an adverse effect on our net interest income and could have a material adverse effect on our business, financial condition and results of operations.

We may be adversely affected by recent changes in U.S. tax laws and regulations.

Changes in tax laws contained in the Tax Cuts and Jobs Act, which was enacted in December 2017, include a number of provisions that will have an impact on the banking industry, borrowers and the market for residential real estate. Included in this legislation was a reduction of the corporate income tax rate from 35% to 21%. In addition, other changes included: (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes.

Further changes in income tax laws could be enacted, or interpretations of existing income tax laws could change, causing an adverse effect on our financial condition or results of operations. Similarly, our accounting policies and methods are fundamental to how we report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the value of our assets, liabilities, and financial results. Periodically, new accounting standards are issued or existing standards are revised, changing the methods for preparing our financial statements. These changes are not within our control and may significantly impact our financial condition and results of operations.  

We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

Our business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on us.


Our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We likely will expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities.

Security breaches and cybersecurity threats could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. We, our customers, and other financial institutions with which we interact, are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. While we have established policies and procedures to prevent or limit the impact of cyber-attacks, there can be no assurance that such events will not occur or will be adequately addressed if they do. In addition, we also outsource certain cybersecurity functions, such as penetration testing, to third-party service providers, and the failure of these service providers to adequately perform such functions could increase our exposure to security breaches and cybersecurity threats. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other malicious code and cyber-attacks that could have an impact on information security. Any such breach or attacks could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties; disrupt our operations and the services we provide to customers; damage our reputation; and cause a loss of confidence in our products and services, all of which could adversely affect our business, financial condition and earnings.

We must keep pace with technological change to remain competitive.

Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services market and made it possible for financial technology companies and other non-bank entities to offer financial products and services traditionally provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.

Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks.

We rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or outside persons, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control system and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiencyequity offering, as well as other sales of a large block of shares of our common stock or similar securities in the market after an equity offering, or the perception that such sales could occur. Both we and our regulators perform a variety of analyses of our assets, including the

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preparation of stress case scenarios, and as a result of noncompliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Although our control testing has not identified any significant deficiencies in our internal control system, a breakdown in our internal control system, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.


We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage our reputation and otherwise adversely affect our business, financial condition and earnings.

Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. We are subject to complex and evolving laws and regulations governing the privacy and protection of personal information of individuals (including customers, employees, suppliers and other third parties). For example, our business is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our customers with nonaffiliated third parties; (ii) requires that we provide certain disclosures to customers about our information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that we develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on our size and complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for responding to data security breaches. Various state and federal laws and regulations impose data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Ensuring that our collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase our costs.

Furthermore, we may not be able to ensure that all of our clients, suppliers, counterparties and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or others were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties),assessments we could be exposed to litigationdetermine, or regulatory sanctions under personal information laws and regulations. Concerns regarding the effectiveness of our measures to safeguard personal information, or even the perception that such measures are inadequate, could cause us to lose customers or potential customers for our products and services and thereby reduce our revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage our reputation and otherwise adversely affect our business, financial condition and earnings.

We are dependent on the use of data and modeling in our management’s decision-making, and faulty data or modeling approaches could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future.

The use of statistical and quantitative models and other quantitative analyses is widespread in bank decision-making, and the employment of such analyses is becoming increasingly widespread in our operations. Liquidity stress testing, interest rate sensitivity analysis, and the identification of possible violations of anti-money laundering regulations are all examples of areas in which we are dependent on models and the data that underlies them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While we are not currently subject to annual stress testing under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we anticipate that model-derived testing may become more extensively implemented by regulators in the future.

We anticipate data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While we believe these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact our decision-making ability or, if we become subject to regulatory stress testing in the future, adverse regulatory scrutiny. Further, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making.


We depend on the accuracy and completeness of information provided to us by our borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition and earnings.

In deciding whether to approve loans or to enter into other transactions with borrowers and counterparties, we rely on information furnished to us by, or on behalf of, borrowers and counterparties, including financial statements, credit reports and other financial information. We also rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected and we may be subject to regulatory action. Whether a misrepresentation is made by the loan applicant, another third party, or one of our employees, we generally bear the risk of loss associated with the misrepresentation. Our controls and processes may not have detected, or may not detect all, misrepresented information in our loan originations or from our business clients. Any such misrepresented information could adversely affect our business, financial condition and earnings.

We are subject to certain operational risks, including, but not limited to, customer, employee or third-party fraud and data processing system failures and errors.

Because we are a financial institution, employee errors and employee or customer misconduct could subject us in particular to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information, each of which can be particularly damaging for financial institutions. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

We maintain a system of internal controls to mitigate operational risks, including data processing system failures and errors and customer or employee fraud, as well as insurance coverage designed to protect us from material losses associated with these risks, including losses resulting from any associated business interruption. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could adversely affect our business, financial condition and earnings.

The building of market share through our branch office strategy, and our ability to achieve profitability on new branch offices, may increase our expenses and negatively affect our earnings.

We believe there are branch expansion opportunities within our market area and adjacent markets and will seek to grow our deposit base by adding branches to our existing network. There are considerable costs involved in opening branch offices, especially in light of the capabilities needed to compete in today’s environment. Moreover, new branch offices generally require a period of time to generate sufficient revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, new branch offices could negatively impact our earnings and may do so for some period of time. Our investments in products and services, and the related personnel required to implement new policies and procedures, take time to earn returns and can be expected to negatively impact our earnings for the foreseeable future. The profitability of our expansion strategy will depend on whether the income that we generate from the new branch offices will offset the increased expenses resulting from operating these branch offices.

Strong competition within our market area could hurt our profits and slow growth.

Our profitability depends upon our continued ability to compete successfully in our market area. We face intense competition both in making loans and attracting deposits. Our competitors for commercial real estate loans include other community banks and commercial lenders, some of which are larger than us and have greater resources and lending limits than we have and offer services that we do not provide. We face stiff competition for one-to-four family residential loans from other financial service providers, including large national residential lenders and local community banks. Other competitors for one-to-four family residential loans include credit unions and mortgage brokers which keep overhead costs and mortgage rates down by selling loans and not holding or servicing them. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We expect competition to remain strong in the future.


The Washington State Department of Financial Institutions, or Washington DFI, recently entered into a multi-state agreement with six other states that is intended to streamline the licensing process for money service businesses, which include money transmitters and payment service providers. Increasing the relative ease of obtaining a license to operate a money service business within the state of Washington may encourage financial technology, or fintech, companies to offer services in the state, thereby increasing competition for such services.

Negative public opinion regarding our company or failure to maintain our reputation in the communities we serve could adversely affect our business and prevent us from growing our business.

As a community bank, our reputation within the communities we serve is critical to our success. We believe we have set ourselves apart from our competitors by building strong personal and professional relationships with our customers and being active members of the communities we serve. As such, we strive to enhance our reputation by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve and delivering superior service to our customers. If our reputation is negatively affected by the actions of our employees or otherwise, we may be less successful in attracting new talent and customers or may lose existing customers, and our business, financial condition and earnings could be adversely affected. Further, negative public opinion can expose us to litigation and regulatory action and delay and impede our efforts to implement our expansion strategy, which could further adversely affect our business, financial condition and earnings.

We could recognize losses on investment securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.

While we attempt to invest a significant majority of our total assets in loans (our loan-to-asset ratio was 80.7% as of December 31, 2018), we invest a percentage of our total assets (4.0% as of December 31, 2018) in investment securities with the primary objectives of providing a source of liquidity and meeting pledging requirements. As of December 31, 2018, the fair value of our available for sale investment securities portfolio was $36.7 million, which included a net unrealized loss of $1.6 million. Factors beyond our control can significantly and adversely influence the fair value of securities in our portfolio. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires difficult, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Although we have not recognized other-than-temporary impairment related to our investment portfolio as of December 31, 2018, changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, among other factors, may cause us to recognize losses in future periods, which could have a material adverse effect on our business, financial condition and results of operations.

The accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our critical accounting policies are inaccurate.

The preparation of financial statements and related disclosures in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and related notes to those financial statements. Our critical accounting policies, which are included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that we consider “critical” because they require judgments, assumptions and estimates that materially affect our consolidated financial statements and related disclosures. As a result, if future events or regulatory views concerning such analysis differ significantly from the judgments, assumptions and estimates in our critical accounting policies, those events or assumptions could have a material impact on our consolidated financial statements and related disclosures, in each case resulting in our needing to revise or restate prior period financial statements, cause damage to our reputation and the price of our common stock, and adversely affect our business, financial condition and earnings.


We expect that the implementation of a new accounting standard could require us, to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.

The FASB, has adopted a new accounting standard that will be effective for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and provide for the expected credit losses as allowances for loan losses. This will change the current method of providing allowances for loan losses that are probable, which we expect could require us to increase our allowance for loan losses, and will likely greatly increase the data we would need to collect and review to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses, or expenses incurred to determine the appropriate level of the allowance for loan losses, may have a material adverse effect on our financial condition and results of operations.

We may be subject to environmental liabilities in connection with the real properties we own and the foreclosure on real estate assets securing our loan portfolio.

In the course of our business, we may purchase real estate in connection with our acquisition and expansion efforts, or we may foreclose on and take title to real estate or otherwise be deemed to be in control of property that serves as collateral on loans we make. As a result, we could be subject to environmental liabilities with respect to those properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.

The cost of removal or abatement may substantially exceed the value of the affected properties or the loans secured by those properties, we may not have adequate remedies against the prior owners or other responsible parties and we may not be able to resell the affected properties either before or after completion of any such removal or abatement procedures. If material environmental problems are discovered before foreclosure, we generally will not foreclose on the related collateral or will transfer ownership of the loan to a subsidiary. It should be noted, however, that the transfer of the property or loans to a subsidiary may not protect us from environmental liability. Furthermore, despite these actions on our part, the value of the property as collateral will generally be substantially reduced or we may elect not to foreclose on the property and, as a result, we may suffer a loss upon collection of the loan. Any significant environmental liabilities could have a material adverse effect on our business, financial condition and results of operations.

raise additional capital.

Risks Related to Our Industry

Regulation of the financial services industry is intense, and we may be adversely affected by changes in laws and regulations.

We are subject to extensive government regulation, supervision and examination.examination at both the federal and state level. The Bank’s deposits are insured in whole or in part by the FDIC. The Bank is subject to regulation by the Federal Reserve and the Washington DFI. The Federal Reserve also has supervisory authority over the Company. Such regulation, supervision and examination govern the activities in which we may engage, and are intended primarily for the protection of the deposit insurance fund and the Bank’s depositors, rather than for shareholders.

In 2010

Compliance with applicable laws and 2011, in responseregulations can be difficult and costly, and changes to the financial crisislaws and recession that began in 2008,regulations can impose additional compliance costs. The Dodd-Frank Act, which imposed significant regulatory and legislativecompliance changes resulted in broad reform and increased regulation affecting financial institutions. The Dodd-Frank Act has created a significant shift in the wayon financial institutions, operate. The Dodd-Frank Act also created the CFPB, to implement consumer protection and fair lending laws, a function that was formerly performed by the depository institution regulators. The Dodd-Frank Act contains various provisions designed to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as that which occurred in 2008 and 2009. The Dodd-Frank Act has had and may continue to have a material impact on our operations, particularly through increased regulatory burden and compliance costs. On May 24, 2018, the EGRRCPA, became law. Among other things, the EGRRCPA changes certain of the regulatory requirements of the Dodd-Frank Act and includes provisions intended to relieve the regulatory burden on community banks. We cannot currently predict the impactis an example of this legislation on us.type of federal law. Any future legislative changes could have a material impact on our profitability, the value of assets held for investment or the value of collateral for loans. Future legislative changes could also require changes to business practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk.


Federal regulatory agencies have the ability to take strong supervisory actions against financial institutions that have experienced increased loan production and losses and other underwriting weaknesses or have compliance weaknesses. These actions include entering into formal or informal written agreements and cease and desist orders that place certain limitations on their operations. If we were to become subject to a regulatory action, such action could negatively impact our ability to execute our business plan, and result in operational restrictions, as well as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions. See “Item 1:1. Business—SupervisionRegulation and Regulation—Supervision—Bank Regulation and Supervision—Capital Adequacy” for a discussion of regulatory capital requirements.

Additional increases in Federal Deposit Insurance Corporation insurance premiums could adversely affect our earnings and results of operations.
The deposits of the Bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. The Bank's regular assessments are determined by the level of its assessment base and its risk classification, which is based on its regulatory capital levels and the level of supervisory concern that it poses, as well as by its usage of brokered deposits. Moreover, the FDIC has the unilateral power to change deposit insurance assessment rates and the manner in which deposit insurance is calculated and also to charge special assessments to FDIC-insured institutions. The FDIC utilized all of these powers during the financial crisis for the purpose of restoring the reserve ratios of the Deposit Insurance Fund, and more recently increased assessment rates to address extraordinary growth in the amount of insured deposits resulting from the COVID-19 pandemic.
Any future special assessments, increases in assessment rates or premiums, or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could adversely affect our business, financial condition, and results of operations.
Federal banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations could adversely affect us.

As part of the bank regulatory process, the Federal Reserve and the Washington DFI periodically conduct comprehensive examinations of our business, including compliance with laws and regulations. If, as a result of an examination, either of these banking agencies were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, asset sensitivity, risk management or other aspects of any of our operations had become unsatisfactory, or that our Company, the Bank or their respective management were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. The Federal Reserve may enjoin “unsafe or unsound” practices or violations of law, require affirmative actions to correct any conditions resulting from any violation or practice, issue an administrative order that can be judicially enforced, direct an increase in our capital levels, restrict our growth, assess civil monetary penalties against us, the Bank or their respective officers or directors, and
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remove officers and directors. The FDIC also has authority to review our financial condition, and, if the FDIC were to conclude that the Bank or its directors were engaged in unsafe or unsound practices, that the Bank was in an unsafe or unsound condition to continue operations, or the Bank or the directors violated applicable law, the FDIC could move to terminate the Bank’s deposit insurance. If we become subject to such regulatory actions, our business, financial condition, earnings and results of operations as well as our reputation could be adversely affected.

Many of our new activities and expansion plans require regulatory approvals, and failure to obtain these approvals may restrict our growth.

We intend tomay complement and expand our business by growing our BaaS segment, expanding the Bank’s banking location network, or de novo branching, and pursuing strategic acquisitions of financial institutions and other complementary businesses, and expansion of the Bank’s banking location network, or de novo branching.businesses. Generally, we must receive federal and state regulatory approval before we can acquire a depository institution or related business insured by the FDIC or before we open a de novo branch. In determining whether to approve a proposed acquisition, federal banking regulators will consider, among other factors, the effect of the acquisition on competition, our financial condition, our future prospects, and the impact of the proposal on U.S. financial stability. The regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served (including the acquiring institution’s record of compliance under the CRA) and the effectiveness of the acquiring institution in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to us, or at all.

Federal bank regulators have increasingly focused on the risks related to bank and fintech company partnerships, raising concerns regarding risk management, oversight, internal controls, information security, change management, compliance, and information technology operational resilience. This focus is demonstrated by recent regulatory enforcement actions against other banks that have allegedly not adequately addressed these concerns while growing their BaaS offerings. We could be subject to additional regulatory scrutiny with respect to our CCBX business that could have a material adverse effect on the business, financial condition, results of operations and growth prospects of the Company.
Financial institutions, such as the Bank, face a risk of noncompliance with and enforcement action under the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 or the (“USA PATRIOT Act,Act”), and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The Financial Crimes Enforcement Network, established by the U.S. Department of the Treasury, or the Treasury Department to administer the Bank Secrecy Act, has authority to impose significant civil money penalties for violations of these requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and the Internal Revenue Service. There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by the Treasury Department’s Office of Foreign Assets Control.


In order to comply with regulations, guidelines and examination procedures in this area, we have dedicated significant resources to our anti-money laundering program. If our policies, procedures and systems are deemed deficient, we could be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the inability to obtain regulatory approvals to proceed with certain aspects of our business plans, including acquisitions and de novo branching.

We are subject to numerous laws designed to promote community reinvestment or protect consumers, including the CRA and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA requires the Federal Reserve to assess the Bank’s performance in meeting the credit needs of the communities it serves, including low- and moderate-income neighborhoods, and if the Federal Reserve determines that the Bank needs to improve its performance or is in substantial non-compliance with CRA requirements,performs unsatisfactorily, various adverse regulatory consequences may ensue. ensue, including an inability to secure regulatory approval of expansionary transactions or new branches. Additionally, on October 24, 2023, the FDIC, the Federal Reserve and the OCC released a final rule revising the framework that they use to evaluate banks’ records of community reinvestment under the CRA that may make it more challenging and/or costly for insured depository institutions to achieve an “Outstanding” or “Satisfactory” CRA rating, which could negatively impact our ability to obtain regulatory approval for an acquisition.
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In addition, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The federal banking agencies, the CFPB, the U.S. Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. The CFPB was created under the Dodd-Frank Act to centralize responsibility for consumer financial protection with broad rulemaking authority to administer and carry out the purposes and objectives of federal consumer financial laws with respect to all financial institutions that offer financial products and services to consumers. The CFPB is also authorized to prescribe rules applicable to any covered person or service provider, identifying and prohibiting acts or practices that are “unfair, deceptive, or abusive” in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The ongoing broad rulemaking powers of the CFPB have potential to have a significant impact on the operations of financial institutions offering consumer financial products or services.

A successful regulatory challenge to an institution’s performance under the CRA, fair lending laws or regulations, or other consumer lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a materialan adverse effect on our business, financial condition and results of operations.

Federal, state and local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase our cost of doing business.

Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. It is our policy not to make predatory loans, but these laws create the potential for liability with respect to our lending activities. They increase our cost of doing business and, ultimately, may prevent us from making certain loans and cause us to reduce the average percentage rate or the points and fees on loans that we do make.

The expanding body of federal, state and local regulations and/or the licensing of loan servicing, collections or other aspects of our business and our sales of loans to third parties may increase the cost of compliance and the risks of noncompliance and subject us to litigation.

We service most of our own community bank loans and loanCCBX partners service most loans originated through them. Loan servicing is subject to extensive regulation by federal, state and local governmental authorities, as well as various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities, including delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. If regulators impose new or more restrictive requirements, we may incur additional significant costs to comply with such requirements, which may further adversely affect us. In addition, were we to be subject to regulatory investigation or regulatory action regarding our loan modification and foreclosure practices, our business, financial condition and earningsresults of operations could be adversely affected.


Our failure to comply with applicable laws and regulations could possibly lead to: civil and criminal liability; loss of licensure; damage to our reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative enforcement actions. Any of these outcomes could materially and adversely affect us.

The Federal Reserve may require us to commit capital resources to support the Bank.

The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to its subsidiary banks and to commit resources to support its subsidiary banks. Under the “source of strength” doctrine that was codified by the Dodd-Frank Act, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank at times when the bank holding company may not otherwise be inclined to do so and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. Under the prompt corrective action regime, if the Bank were to become undercapitalized, we would be required to guarantee the Bank’s plan to restore its capital subject to certain limits. See “Item 1:1. Business—SupervisionRegulation and Regulation—Supervision—Bank Regulation and Supervision—Prompt Corrective Action.” Accordingly, we could be required to provide financial assistance to the Bank if it experiences financial distress.

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A capital injection may be required at a time when our resources are limited, and we may be required to borrow the funds or raise capital to make the required capital injection. Any loan by a bank holding company to its subsidiary bank is subordinate in right of payment to deposits and certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of any note obligations. Thus, any borrowing by a bank holding company for the purpose of making a capital injection to a subsidiary bank often becomes more difficult and expensive relative to other corporate borrowings.

We could be adversely affected by the soundness of other financial institutions.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional clients. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when our collateral cannot be foreclosed upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due. Any such losses could adversely affect our business, financial condition and earnings.

results of operations. Additionally, we may be adversely affected by the soundness of other financial institutions even when we do not have direct or indirect relationships with those institutions. For example, the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in 2023 resulted in significant disruption in the financial services industry and negative media attention, which has also adversely impacted the volatility and market prices of the securities of financial institutions and resulted in outflows of deposits for many financial institutions.

We could be adversely affected by the soundness of our CCBX partners.
A growing portion of our revenue, deposits and loans are derived from CCBX partner activities. If our partners are not operating soundly, we may be adversely impacted through decreased revenue, increased credit losses and reduced deposits. Our CCBX partners originate their loans in compliance with our credit standards and policies. Additionally, partners provide fraud and credit enhancements on many of our CCBX loans. If any CCBX partners encounter operating difficulties, we may experience reduced revenue, increased credit losses if credit and fraud enhancement obligations are not met, and reduced deposits, which may impact liquidity. Any such losses could adversely affect our business, financial condition and results of operations.
General Risk Factors
National and global economic and other conditions could adversely affect our future results of operations or market price of our stock.
Our business is directly impacted by factors such as economic, political and market conditions, broad trends in industry and finance, changes in government monetary and fiscal policies and inflation, foreign policy, and financial market volatility, all of which are beyond our control. Global economies continue to face significant challenges to achieving normalized economic growth rates and there are continuing concerns related to the level of U.S. government debt and fiscal actions that may be taken to address that debt. There can be no assurance that economic conditions will continue to improve, and these conditions could worsen. Any deterioration in the economies of the nation as a whole or in our markets would have an adverse effect, which could be material, on our business, financial condition, results of operations and could also cause the market price of our stock to decline. While it is impossible to predict how long challenging economic conditions may exist, a slow or fragile recovery could continue to present risks into the future for the industry and our company. In addition, concerns about the performance of international economies, especially in Europe and emerging markets, economic conditions in Asia, particularly the economies of China, South Korea and Japan, GDP, inflation, higher interest rates, unemployment, global unrest, the Russian invasion of Ukraine, conflicts in the Middle East, the political environment, trade issues and resulting economic impact, can impact the economy and financial markets here in the United States. If the national, regional and local economies experience worsening economic conditions, including high levels of unemployment, our growth and profitability could be constrained. Weak economic conditions are characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and equity capital markets, increased delinquencies on mortgage, commercial and consumer loans, residential and commercial real estate price declines, and lower home sales and commercial activity. Further, our business could be adversely affected by the effects of a widespread outbreak of epidemic illness in the human population. All of these factors are generally detrimental to our business. Our business is significantly affected by monetary and other regulatory policies of the U.S. federal government, its agencies and government-sponsored entities. Changes in any of these policies are influenced by
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macroeconomic conditions and other factors that are beyond our control, are difficult to predict and could have an adverse effect on our business, financial condition and results of operations.
We are subject to certain risks in connection with growing through mergers and acquisitions.
It is possible that we could acquire other banking institutions, other financial services companies or branches of banks in the future. Acquisitions typically involve the payment of a premium over book and trading values and, therefore, may result in the dilution of our tangible book value per share and/or our earnings per share. Our ability to engage in future mergers and acquisitions depends on various factors, including: (1) our ability to identify suitable merger partners and acquisition opportunities; (2) our ability to finance and complete transactions on acceptable terms and at acceptable prices; and (3) our ability to receive the necessary regulatory and, when required, shareholder approvals. Our inability to engage in an acquisition or merger for any of these reasons could have an adverse impact on the implementation of our business strategies. Furthermore, mergers and acquisitions involve a number of risks and challenges, including our ability to achieve planned synergies and to integrate the branches and operations we acquire, and the internal controls and regulatory functions into our current operations, as well as the diversion of management’s attention from existing operations, which may adversely affect our ability to successfully conduct our business and negatively impact our financial condition and results of operations.
We must keep pace with technological change to remain competitive.
Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services market and made it possible for financial technology companies and other non-bank entities to offer financial products and services traditionally provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have an adverse impact on our business, financial condition and results of operations.
Negative public opinion regarding our company or failure to maintain our reputation in the communities we serve could adversely affect our business, financial condition and results of operations and prevent us from growing our business.
As a community bank, our reputation within the communities we serve, including the BaaS space, is critical to our success. We believe we have set ourselves apart from our competitors by building strong personal and professional relationships with our customers and being active members of the communities we serve. As such, we strive to enhance our reputation by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve and delivering superior service to our customers. If our reputation is negatively affected by the actions of our employees or otherwise, we may be less successful in attracting new talent and customers or may lose existing customers, and our business, financial condition and results of operations could be adversely affected. Further, negative public opinion can expose us to litigation and regulatory action and delay and impede our efforts to implement our expansion strategy, which could further adversely affect our business, financial condition and results of operations.
Item 1B.    Unresolved Staff Comments

None.

Item 1C.    Cybersecurity
Coastal recognizes the critical importance of identifying, assessing and managing material risks from information security threats. One key way that Coastal mitigates information security threats is through the Company’s information security program (the “Information Security Program”). Cybersecurity is an integral subset of information security and the Information Security Program is designed to protect the Company from cybersecurity attacks, breaches, incidents and resulting consequences.
As part of the Information Security Program, the Company has implemented preventative controls to minimize data loss, exposure and misuse. These controls are designed to be implemented prior to a threat event to avoid the likelihood and potential impact of inadvertent or intentional misuse, improper disclosure, damage or loss. In addition, the Information Security Program includes internal and external penetration testing, regular vulnerability assessments, detailed
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vulnerability management, data loss prevention controls, file access and integrity monitoring and reporting and threat intelligence. The Information Security Program is coordinated and primarily executed by our information security, technology, IT and operations personnel. The IT department is responsible for the oversight of all managed systems and implements and maintains appropriate controls to protect the confidentiality, integrity and availability of computerized data and information resources. Coastal applies a layered defense strategy for protecting information systems and customer information, including the implementation of zero-trust principles, which require authenticated, authorized, and validated users and devices to access applications and data. Security logs are correlated and monitored by an internal security team as well as an augmented third-party Security Operation Center. Network vulnerability scans are conducted daily.
Coastal engages third party assessors, consultants and auditors in connection with the Information Security Program, including to conduct external penetration testing, independent audits and risk assessments. Coastal also utilizes third party service providers in the ordinary course of business to provide services to customers and partners. These third-party service providers may store or process confidential information and personally identifiable information related to our customers or on behalf of our partners in order to perform those services for which they were engaged. Coastal has implemented a vendor management program to help ensure third party relationships are effectively managed. Under this program, we have established risk-focused controls and processes that are designed to monitor our vendors’ compliance with relevant laws, regulations, and industry standards, such as data privacy regulations and anti-corruption laws, as well as relevant contractual obligations.
Executive Management is responsible for managing the Information Security Program’s operations for identifying and assessing external and internal risks to the security, confidentiality, and integrity of nonpublic information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information. Coastal’s Information Security Officer (“ISO”) is designated by the Board and is responsible for implementing and monitoring the Information Security Program. The ISO is a Senior Vice President and has served in such role since 2010. The ISO has over 38-years of financial institution experience, which includes, compliance, BSA, operations, physical security along with information security. The ISO provides an annual report to the Board on the overall status of the Information Security Program and on information technology incidents as necessary. The SVP of Technology also has responsibility for cybersecurity matters and reports to the Management Risk Committee, which consists of members of senior management. The Technology Subcommittee of the Management Risk Committee focuses on 3 pillars: Technology Strategy, InfoSec/Cyber, and Data.
The SVP of Technology has served in that role since 2005 and the SVP, Head of Technology Operations and Implementation, who also supports the Information Security Program, has 23 years of financial technology experience, including previously as Director, Application Development and Vice President, Integration and Analytics. The Information Security Program is further supported by other members of Coastal’s management team, including the President, Chief Risk Officer, and the Chief Audit Executive.
The Board exercises oversight over the Information Security Program and reviews and approves the Information Security Program at least annually. Cybersecurity risk management is also incorporated into Coastal’s overall enterprise risk management framework, which is updated on an annual basis and subject to oversight by the Management Risk Committee and the Board.
Although Coastal has not, as of the date of this Annual Report on Form 10-K, experienced a cybersecurity threat or incident that materially affected Coastal’s business strategy, results of operations, or financial condition, there can be no guarantee that Coastal will not experience such an incident in the future. For a discussion regarding risks from cybersecurity threats, see “Item 1A. Risk Factors,” including the risk factors titled “—We are subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage our reputation and otherwise adversely affect our business, financial condition and earnings” and “—We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions, security breaches and cybersecurity threats could have an adverse effect on our business, financial condition and results of operations.” As noted above, we are a regulated financial institution and are subject to financial privacy laws and to oversight by federal banking agencies. For additional information on these laws and oversight, see “Item 1. Business—Regulation and Supervision.”
Item 2.    Properties

Our corporate headquarters is located at 5415 Evergreen Way, Everett, WA 98203. In addition to our corporate headquarters, which includes our Evergreen branch, we operated 13 other branch offices as of December 31, 2018.2023 for our
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community bank and CCBX segments. Twelve of our branches are located in Snohomish County and two of our branches are located in neighboring counties (one in King County and one in Island County). We own our corporate headquarters and threefive of our other branch offices and lease the remainder of our branch offices. The leases, excluding renewal periods, on our branch offices expire in 20212024 through 2029.2044. We believe that these facilities and additional or alternative space available to us are adequate to meet our needs for the foreseeable future.

Item 3.    Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. We do not believe that any currently pending legal proceedings will have a material adverse effect on our business, financial condition or earnings.

operations. Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions will not equal or exceed a threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition. We have determined such disclosure threshold to be $1,000,000.

Item 4.    Mine Safety Disclosures

Not applicable.


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PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information, Holders of Common Stock and Dividends
The Company’s common stock, no par value per share, is traded on the Nasdaq Global Select Market under the symbol “CCB.” On December 31, 2018,March 7, 2024, there were 439279 holders of record of the Company’s common stock.

Holders of our common stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. We have not historically declared or paid dividends on our common stock and we do not intend to declare or pay dividends on our common stock in the near-term. Instead, we anticipate that all of our future earnings will be retained to support our operations and to finance the growth and development of our business. Any future determination to pay dividends will be made by our board of directors and will depend on a number of factors, including:

our historic and projected financial condition, liquidity and results of operations;

our capital levels and needs;

tax considerations;

any acquisitions or potential acquisitions that we may pursue;

statutory and regulatory prohibitions and other limitations;

the terms of any credit agreements or other borrowing arrangements that restrict our ability to pay cash dividends;

general economic conditions; and

other factors that our board of directors may deem relevant.

We are not obligated to pay dividends on our common stock and are subject to certain restrictions on paying dividends on our common stock.

As a Washington corporation, we are subject to certain restrictions on distributions to shareholders under the Washington Business Corporation Act. Generally, a Washington corporation is prohibited from making a distribution to shareholders if, after giving effect to the distribution, the corporation would not be able to pay its liabilities as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus, unless its articles of incorporation provide otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, if required payments on our outstanding junior subordinated debentures are not made or suspended, we may be prohibited from paying dividends on our common stock. We are also subject to certain restrictions on our right to pay dividends on our capital stock in the event we have failed to make any required payment of interest or principal under the terms of our subordinated note.

We are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay dividends on our common stock depends, in large part, upon our receipt of dividends from the Bank, which is also subject to numerous limitations on the payment of dividends under federal and state banking laws, regulations and policies. See “Item 1:1. Business—Supervision and Regulation—Bank Regulation and Supervision—Payment of Bank Holding Company Regulation—Dividends.” The present and future dividend policy of the Bank is subject to the discretion of its board of directors. The Bank is not obligated to pay us dividends.


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Securities Authorized for Issuance under Equity Compensation Plan
For information regarding securities authorized for issuance under the Company’s equity compensation plans, see subparagraph (d) in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” of this Form 10-K , which is incorporated herein by reference.
Performance Graph

The following graph provided by SNL Financial comparesshows the cumulativefive-year comparison of the total return to shareholders of the Company’s common stock withas compared to the cumulative total returnreturns of the Nasdaq CompositeS&P United States SmallCap Banks (Industry Group) Index and S&P 600 Small Cap during the SNL Bank Index.  The graph assumes $100 was invested on July 18,five-year period beginning December 31, 2018 the first day of tradingand ending December 31, 2023. Total return includes appreciation or depreciation in market value of the Company’s common stock.  Cumulative total returnstock as well as actual cash and stock dividends paid to common shareholders. The graph assumes reinvestmentthe value of the investment in Company’s common stock and each index was $100 on December 31, 2018, and all dividends.  dividends were reinvested. There can be no assurance that our future stock performance will be the same or similar to the historical stock performance shown in the graph below. We neither make nor endorse any predictions as to stock performance.
549755823916
201820192020202120222023
Coastal Financial Corporation$100.00 $108.14 $137.89 $332.37 $312.02 $291.60 
S&P 600 Small Cap100.00122.78136.64173.29145.39168.73
S&P United States SmallCap Banks (Industry Group) Index100.00125.46113.94158.62139.85140.55
Source: S&P Global Market Intelligence

The performance graph is being furnished solelyinformation set forth under the heading “Performance Graph” shall not be deemed to accompany this report pursuantbe “soliciting material” or to Item 201(e) of Regulation S-K, and is not being filed for purposesbe “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act, of 1934,except to the extent that the Company specifically requests that such information to be treated as amended, and is notsoliciting material or specifically to be incorporated by reference into anya filing under the Securities Act of 1933 or the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exchange Act.

 

 

Period Ending

 

 

Index

07/18/18

07/31/18

08/31/18

09/30/18

10/31/18

11/30/18

12/31/18

Coastal Financial Corporation

100.00

99.02

98.90

103.66

99.57

97.26

92.87

NASDAQ Composite Index

100.00

97.69

103.41

102.68

93.27

93.73

84.92

SNL Bank Index

100.00

100.99

102.19

97.71

92.58

95.13

81.52

Purchases of Equity Securities

The Company did not purchase any shares of its common stock during the year ended December 31, 2018.

Item 6.Selected Financial Data 

The following table sets forth selected historical consolidated financial data as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. The selected balance sheet data as of December 31, 2018 and


2017, and the selected statement of income data for the years ended December 31, 2018 and 2017, have been derived from our audited consolidated financial statements included elsewhere in this report. The selected balance sheet data as of December 31, 2016, 2015 and 2014 and the selected statement of income data for the years ended December 31, 2016, 2015 and 2014 have been derived from our audited consolidated financial statements that are not included in this report. Our historical results are not necessarily indicative of any future performance. The information presented in the following table has been adjusted to give effect to a one-for-five reverse stock split of our common shares completed effective May 4, 2018. The effect of the reverse stock split on outstanding shares and per share figures has been retroactively applied to all periods presented.

The selected historical consolidated financial data presented below contains financial measures that are not presented in accordance with accounting principles generally accepted in the United States and have not been audited. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

 

 

As of or for the Year Ended

December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

 

(Dollars in thousands, except per share data)

 

Statement of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

38,743

 

 

$

32,113

 

 

$

28,460

 

 

$

24,829

 

 

$

22,451

 

Total interest expense

 

 

3,926

 

 

 

2,875

 

 

 

2,523

 

 

 

2,501

 

 

 

2,032

 

Provision for loan losses

 

 

1,826

 

 

 

870

 

 

 

1,919

 

 

 

941

 

 

 

1,690

 

Net interest income after provision for loan losses

 

 

32,991

 

 

 

28,368

 

 

 

24,018

 

 

 

21,387

 

 

 

18,729

 

Total noninterest income

 

 

5,467

 

 

 

4,154

 

 

 

4,977

 

 

 

3,506

 

 

 

3,574

 

Total noninterest expense

 

 

26,216

 

 

 

22,433

 

 

 

21,538

 

 

 

20,406

 

 

 

18,829

 

Provision for income taxes

 

 

2,541

 

 

 

4,653

 

 

 

2,454

 

 

 

1,483

 

 

 

1,127

 

Net income

 

 

9,701

 

 

 

5,436

 

 

 

5,003

 

 

 

3,004

 

 

 

2,347

 

Adjusted net income (1)

 

 

9,701

 

 

 

6,731

 

 

 

5,003

 

 

 

3,004

 

 

 

2,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

125,782

 

 

 

89,751

 

 

 

86,975

 

 

 

84,674

 

 

 

80,167

 

Investment securities

 

 

37,922

 

 

 

38,336

 

 

 

34,994

 

 

 

16,150

 

 

 

13,757

 

Loans

 

 

767,899

 

 

 

656,788

 

 

 

596,128

 

 

 

499,186

 

 

 

431,119

 

Allowance for loan losses

 

 

9,407

 

 

 

8,017

 

 

 

7,544

 

 

 

5,989

 

 

 

5,557

 

Total assets

 

 

952,110

 

 

 

805,753

 

 

 

740,611

 

 

 

622,678

 

 

 

546,475

 

Interest-bearing deposits

 

 

510,089

 

 

 

460,937

 

 

 

424,707

 

 

 

370,028

 

 

 

333,230

 

Noninterest-bearing deposits

 

 

293,525

 

 

 

242,358

 

 

 

223,955

 

 

 

173,554

 

 

 

138,931

 

Total deposits

 

 

803,614

 

 

 

703,295

 

 

 

648,662

 

 

 

543,582

 

 

 

472,161

 

Total borrowings

 

 

33,546

 

 

 

33,529

 

 

 

28,513

 

 

 

20,376

 

 

 

19,374

 

Total shareholders’ equity

 

 

109,156

 

 

 

65,711

 

 

 

59,897

 

 

 

55,753

 

 

 

52,521

 

Share and Per Share Data: (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share—basic

 

 

0.93

 

 

 

0.59

 

 

 

0.54

 

 

 

0.33

 

 

 

0.30

 

Earnings per share—diluted

 

 

0.91

 

 

 

0.59

 

 

 

0.54

 

 

 

0.33

 

 

 

0.30

 

Adjusted earnings per share—diluted (3)

 

 

0.91

 

 

 

0.73

 

 

 

0.54

 

 

 

0.33

 

 

 

0.30

 

Dividends per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per share (4)

 

 

9.18

 

 

 

7.11

 

 

 

6.48

 

 

 

6.04

 

 

 

5.70

 

Tangible book value per share (5)

 

 

9.18

 

 

 

7.11

 

 

 

6.48

 

 

 

6.04

 

 

 

5.70

 

Weighted average common shares outstanding–basic

 

 

10,440,740

 

 

 

9,232,398

 

 

 

9,226,204

 

 

 

9,218,418

 

 

 

7,859,830

 

Weighted average common shares outstanding–diluted

 

 

10,608,764

 

 

 

9,237,629

 

 

 

9,227,216

 

 

 

9,220,836

 

 

 

7,859,830

 

Shares outstanding at end of period

 

 

11,893,203

 

 

 

9,248,901

 

 

 

9,238,788

 

 

 

9,232,538

 

 

 

9,213,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.14

%

 

 

0.73

%

 

 

0.76

%

 

 

0.52

%

 

 

0.49

%

Pre-tax, pre-provision ROAA (6)

 

 

1.66

%

 

 

1.46

%

 

 

1.43

%

 

 

0.93

%

 

 

1.08

%

Adjusted return on average assets (7)

 

 

1.14

%

 

 

0.90

%

 

 

0.76

%

 

 

0.52

%

 

 

0.49

%

Return on average shareholders’ equity

 

 

11.40

%

 

 

8.27

%

 

 

8.56

%

 

 

5.52

%

 

 

5.33

%

Adjusted return on average shareholders’ equity (8)

 

 

11.40

%

 

 

10.24

%

 

 

8.56

%

 

 

5.52

%

 

 

5.33

%

Yield on earnings assets

 

 

4.72

%

 

 

4.48

%

 

 

4.53

%

 

 

4.51

%

 

 

4.93

%

Yield on loans

 

 

5.18

%

 

 

4.98

%

 

 

5.16

%

 

 

5.34

%

 

 

5.60

%

Cost of funds

 

 

0.52

%

 

 

0.42

%

 

 

0.42

%

 

 

0.48

%

 

 

0.47

%

Cost of deposits

 

 

0.42

%

��

 

0.32

%

 

 

0.36

%

 

 

0.46

%

 

 

0.44

%

Cost of interest bearing deposits

 

 

0.66

%

 

 

0.50

%

 

 

0.55

%

 

 

0.67

%

 

 

0.63

%

Net interest margin

 

 

4.24

%

 

 

4.08

%

 

 

4.13

%

 

 

4.06

%

 

 

4.49

%

Noninterest expense to average assets

 

 

3.09

%

 

 

3.00

%

 

 

3.28

%

 

 

3.51

%

 

 

3.92

%

Efficiency ratio (9)

 

 

65.08

%

 

 

67.18

%

 

 

69.67

%

 

 

78.99

%

 

 

78.48

%

Loans to deposits

 

 

95.56

%

 

 

93.40

%

 

 

91.90

%

 

 

91.80

%

 

 

91.30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Quality Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total assets

 

 

0.19

%

 

 

0.26

%

 

 

1.11

%

 

 

1.52

%

 

 

1.90

%

Nonperforming assets to total loans and OREO

 

 

0.24

%

 

 

0.32

%

 

 

1.38

%

 

 

1.89

%

 

 

2.39

%

2023.

Nonperforming loans to total loans

 

 

0.24

%

 

 

0.32

%

 

 

0.27

%

 

 

0.54

%

 

 

0.35

%

Allowance for loan losses to nonperforming loans

 

 

515.17

%

 

 

378.16

%

 

 

468.28

%

 

 

221.32

%

 

 

365.35

%

Allowance for loan losses to total loans

 

 

1.23

%

 

 

1.22

%

 

 

1.27

%

 

 

1.20

%

 

 

1.29

%

Net charge-offs to average loans

 

 

0.06

%

 

 

0.06

%

 

 

0.07

%

 

 

0.11

%

 

 

0.10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Ratios :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity to total assets

 

 

11.46

%

 

 

8.16

%

 

 

8.09

%

 

 

8.95

%

 

 

9.61

%

Tangible equity to tangible assets (10)

 

 

11.46

%

 

 

8.16

%

 

 

8.09

%

 

 

8.95

%

 

 

9.61

%

Common equity tier 1 capital ratio (11)

 

 

12.84

%

 

 

11.67

%

 

 

11.60

%

 

 

11.14

%

 

N/A

 

Tier 1 leverage ratio (11)

 

 

11.35

%

 

 

9.94

%

 

 

10.11

%

 

 

9.58

%

 

 

10.10

%

Tier 1 risk-based capital ratio (11)

 

 

12.84

%

 

 

11.67

%

 

 

11.60

%

 

 

11.14

%

 

 

12.46

%

Total risk-based capital ratio (11)

 

 

14.05

%

 

 

12.90

%

 

 

12.85

%

 

 

12.31

%

 

 

13.71

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)  Adjusted net income is a non-GAAP financial measure that excludes the impact of the revaluation of our deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act in fiscal year 2017. The most directly comparable GAAP measure is net income. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

 

(2)  Share and per share amounts are based on total common shares outstanding, which includes common stock and nonvoting common stock.  There was no nonvoting common stock at December 31, 2018.

 

(3)  Adjusted earnings per share is a non-GAAP financial measure that excludes the impact of the revaluation of our deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act in fiscal year 2017. The most directly comparable GAAP measure is earnings per share. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

 

(4)  We calculate book value per share as total shareholders’ equity at the end of the relevant period divided by the outstanding number of our common shares, which includes common stock and any nonvoting common stock, at the end of each period.

 

(5)  Tangible book value per share is a non-GAAP financial measure. We calculate tangible book value per share as total shareholders’ equity at the end of the relevant period, less goodwill and other intangible assets, divided by the outstanding number of our common shares, which includes common stock and any nonvoting common stock, at the end of each period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets as of any of the dates indicated. As a result, tangible book value per share is the same as book value per share as of each of the dates indicated.

 

(6) Pre-tax, pre-provision ROA is a non-GAAP measure defined as net income increased by provision for income tax and provision for loan losses divided by average assets.  The most directly comparable GAAP measure is return on average assets.

 

(7)  Adjusted return on average assets is a non-GAAP financial measure that excludes the impact of the revaluation of our deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act in fiscal year 2017. The most directly comparable GAAP measure is return on average assets. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

 

(8)  Adjusted return on average shareholder’s equity is a non-GAAP financial measure that excludes the impact of the revaluation of our deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act in fiscal year 2017. The most directly comparable GAAP measure is return on average shareholders’ equity. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

 

(9)  Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

 

(10)   Tangible equity to tangible assets is a non-GAAP financial measure. We calculate tangible equity to tangible assets as total shareholders’ equity at the end of the relevant period, less goodwill and other intangible assets. The most directly comparable GAAP financial measures is total shareholders’ equity to total assets. We had no goodwill or other intangible assets as of the dates indicated. As a result, tangible equity to tangible assets is the same as total shareholders’ equity to total assets as of each of the dates indicated.

 

(11)  Capital ratios are for the Bank.

 

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

Some of the financial measures included in this report are not measures of financial performance recognized by GAAP. Our management uses the non-GAAP financial measures set forth below in its analysis of our performance.

“Adjusted net income” is a non-GAAP measure defined as net income increased by the additional income tax expense that resulted from the revaluation of deferred tax assets as a result of the reduction in the corporate income tax rate under the recently enacted Tax Cuts and Jobs Act. The most directly comparable GAAP measure is net income.

51

“Adjusted earnings per share” is a non-GAAP measure defined as net income, plus additional income tax expense, divided by weighted average outstanding shares (diluted). The most directly comparable GAAP measure is earnings per share.

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“Pre-tax, pre-provision ROAA” is a non-GAAP measure defined as net income increased by provision for income tax and provision for loan losses, divided by average assets.  The most directly comparable GAAP measure is return on average assets.

Item 6.    Reserved

“Adjusted effective tax rate” is a non-GAAP measure defined as provision for income taxes, less additional income tax expense, divided income before provision for income taxes.

“Adjusted return on average assets” is a non-GAAP measure defined as net income, plus additional income tax expense, divided by average assets. The most directly comparable GAAP measure is return on average assets.

“Adjusted return on average shareholders’ equity” is a non-GAAP measure defined as net income, plus additional income tax expense, divided by average shareholders’ equity. The most directly comparable GAAP measure is return on average shareholders’ equity.

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our results of operations. 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 these measures, this presentation may not be comparable to other similarly titled measures by other companies.

(Dollars in thousands, except share and per share data)

 

As of and for the

Year Ended

December 31, 2017

 

Adjusted net income:

 

 

 

 

Net income

 

$

5,436

 

Plus: additional income tax expense

 

 

1,295

 

Adjusted net income

 

$

6,731

 

Adjusted earnings per share—diluted

 

 

 

 

Net income

 

$

5,436

 

Plus: additional income tax expense

 

 

1,295

 

Adjusted net income

 

$

6,731

 

Weighted average common shares outstanding—diluted (1)

 

 

9,237,629

 

Adjusted earnings per share—diluted (1)

 

$

0.73

 

Adjusted effective tax rate

 

 

 

 

Income before provision for income taxes

 

$

10,089

 

Provision for income taxes

 

$

4,653

 

Less: additional income tax expense

 

 

1,295

 

Adjusted provision for income taxes

 

$

3,358

 

Adjusted effective tax rate

 

 

33.3

%

Adjusted return on average assets

 

 

 

 

Net income

 

$

5,436

 

Plus: additional income tax expense

 

 

1,295

 

Adjusted net income

 

$

6,731

 

Average assets

 

$

748,940

 

Adjusted return on average assets

 

 

0.90

%

Adjusted return on average shareholders’ equity

 

 

 

 

Net income

 

$

5,436

 

Plus: additional income tax expense

 

 

1,295

 

Adjusted net income

 

$

6,731

 

Average shareholders’ equity

 

$

65,720

 

Adjusted return on average shareholders’ equity

 

 

10.24

%

(1)

Share and per share information has been adjusted to give effect to a one-for-five reverse stock split of our common shares completed effective May 4, 2018.


Item 7.    Management’s Discussion and Analysis ofof Financial Condition and Results of Operations

Overview

We are a bank holding company that operates through our wholly owned subsidiary,subsidiaries, Coastal Community Bank.Bank (“Bank”) and Arlington Olympic LLC . We are headquartered in Everett, Washington, which by population is the largest city in, and the county seat of, Snohomish County. WeOur business is conducted through three reportable segments: The community bank, CCBX and treasury & administration. The community bank segment includes all community banking activities, with a primary focus on providing a wide range of banking products and services to consumers and small to medium sized businesses in the broader Puget Sound region in the state of Washington.Washington and through the Internet and our mobile banking application. We currently operate 14 full-service banking locations, 1112 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and threetwo of which are located in neighboring counties (one in King County and twoone in Island County). The CCBX segment provides banking as a service (“BaaS”) that allows our broker-dealer and digital financial service partners to offer their customers banking services. The CCBX segment has 21 partners as of December 31, 2023. The treasury & administration segment includes investments, debt and other reporting items that are not specific to the community bank or CCBX segments. The Bank’s deposits are insured in whole or in part by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is subject to regulation by the Federal Reserve and the Washington State Department of Financial Institutions Division of Banks. The Federal Reserve also has supervisory authority over the Company.
As of December 31, 2018,2023, we had total assets of $952.1 million,$3.75 billion, total gross loans receivable of $767.9 million,$3.03 billion, total deposits of $803.6 million$3.36 billion and total shareholders’ equity of $109.2$295.0 million.

The following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through Coastal Communitythe Bank, the discussion and analysis relate to activities primarily conducted by the Bank.

As a bank holding company that operates through one segment, community banking, we This discussion and analysis should be read in conjunction with the audited consolidated financial statements and the accompanying notes presented elsewhere in this Annual Report on Form 10-K.

We generate most of our community bank revenue from interest on loans and investments.CCBX revenue from BaaS fee income and interest on loans. Our primary source of funding for our loans is commercial and retail deposits.deposits from our customer relationships and from our partner deposit relationships. We place secondary reliance on wholesale funding, primarily borrowings from the Federal Home Loan Bank (“FHLB”). Less commonly used sources of funding include borrowings from the Federal Reserve System (“Federal Reserve”) discount window, draws on established federal funds lines from unaffiliated commercial banks, brokered funds, which allows us to obtain deposits from sources that do not have a relationship with the Bank and can be obtained through certificate of deposit listing services, via the internet or FHLB.through other advertising methods, or a one-way buy through an insured cash sweep (“ICS”) account, which allows us to obtain funds from other institutions that have deposited funds through ICS. Our largest expenses are provision for credit losses - loans, BaaS loan expense, BaaS fraud expense, salaries and related employee benefits, occupancy, interest on deposits and borrowings, occupancy expense, legal and professional expenses and data processing, and provision for loan losses.processing. Our principal lending products are commercial real estate loans, consumer loans, residential real estate, commercial and industrial loans and construction, land and land development loans.
Potential Regulatory Reforms in Response to Bank Failures
The failures of Silicon Valley Bank, Santa Clara, California, Signature Bank, New York, New York, and First Republic Bank, San Francisco, California, in March and May, 2023, may lead to regulatory changes and initiatives that could impact the Company. For example, President Biden has encouraged the federal banking agencies to adopt various reforms, including the completion of an incentive compensation rule for bank executives pursuant to Section 956 of the Dodd-Frank Act, in response to these bank failures. On April 28, 2023, the Federal Reserve and the FDIC issued reports on the failures of Silicon Valley Bank and Signature Bank, respectively, identifying the potential causes that the federal banking agencies may seek to address through changes to their supervisory and regulatory policies. Agency officials, including the Vice Chair for Supervision of the Board of Governors of the Federal Reserve System, have called for changes to the manner in which banks’ capital, interest rate and liquidity risks are supervised and regulated.
In the second half of 2023, the federal banking agencies issued multiple proposed rules in these areas that would largely apply only to large banking organizations and would not apply to the Company if finalized as proposed. These proposed
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rules include a lesserJuly 2023 interagency proposal to revise the capital framework applicable to banking organizations with total assets of $100 billion or more or with significant trading activity, an August 2023 FDIC proposal to require covered insured depository institutions with total assets of $50 billion or more to develop and submit resolution plans, and an August 2023 interagency proposal to require bank holding companies with total assets of $100 billion or more to issue and maintain minimum amounts of long-term debt.
The extent residential real estateof final actions to be taken by the federal banking agencies in responses to these bank failures, including the potential changes discussed by the Federal Reserve Vice Chair or highlighted in the Federal Reserve and FDIC reports, remain unclear.
Small Business Lending Data Collection Rule
On March 30, 2023, the CFPB finalized a rule under section 1071 of the Dodd-Frank Act requiring lenders to collect and report data regarding small business lending activity. The Company is evaluating the impact of the new rule. The rule requires compliance by October 1, 2024, April 1, 2025, or January 1, 2026, depending on the number of covered small business loans that a covered lender originates.
On July 31, 2023, the U.S. District Court for the Southern District of Texas enjoined the CFPB from implementing and consumer loans.

enforcing the rule with respect to American Bankers Association members, which include the Company, pending the U.S. Supreme Court's consideration of the constitutionality of the CFPB's funding structure in a separate case. The court expanded its stay to cover all covered financial institutions in October 2023.

Third Party Risk Management Guidance
On June 6, 2023, the FDIC, the Federal Reserve and the OCC issued final interagency guidance on sound risk management principles that support developing and implementing risk management practices for all stages in the life cycle of third-party relationships. The Bank has evaluated the impact of this guidance, and is making revisions and enhancements to its programs, policies and procedures to address any gaps and maintain compliance.
Community Reinvestment Act Reform
On October 24, 2023, the FDIC, the Federal Reserve and the OCC released a final rule revising the framework that they use to evaluate banks’ records of community reinvestment under the Community Reinvestment Act (“CRA”). Under the revised framework, banks with assets of at least $2 billion, such as the Bank, are considered large banks and will have their retail lending, retail services and products, community development financing, and community development services subject to periodic evaluation. Depending on a large bank’s geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule becomes effective April 1, 2024. Most provisions of the final rule will apply beginning January 1, 2026, and the remaining provisions will apply beginning January 1, 2027. The Company is evaluating the impact of the final rule.
Key Factors Affecting our Business

Average Balances and Interest Rates

Our operating results depend primarily on our net interest income, which is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning assets (such as loans and securities) and the interest expense incurred in connection with interest-bearing liabilities (such as deposits and borrowings). Net interest income is primarily a function of the average balances of interest-earning assets and interest-bearing liabilities and the yields and costs with respect to these assets and liabilities. Average balances are influenced by internal considerations such as the types of products we offer and the amount of risk that we are willing to assume as well as external influences such as economic conditions, competition for loans and deposits, and interest rates. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates and, in the case of loans, competition for similar products in our market area. Interest rates are often impacted by the actions of the Federal Reserve. The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by competition and by the actions of the Federal Reserve. The level of net interest income is influenced by movements in interest rates and the pace at which such movements occur, as well as the relationship between short- and long-term interest rates.

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Credit Quality

We have well established loan policies and underwriting practices that have resulted in low levels of charge-offs and nonperforming assets.assets for the community bank. Through our thorough underwriting process, we strive to originate quality loans that will maintain and enhance the overall credit quality of our loan portfolio, and through our careful monitoring of our community bank loan portfolio and prompt attention to delinquencies, we seek to minimize the impact of problem loans. However, credit trends in the markets in which we operate are largely impacted by economic conditions beyond our control and can adversely impact our financial condition.

We originate loans through our CCBX partners and while these loans will have higher levels of charge-offs and nonperforming assets, agreements with our CCBX partners provide for a credit enhancement which protects the Bank by absorbing incurred losses. If our partners are unable to fulfill their contracted obligations then the Bank would be exposed to additional credit losses as a result of this counterparty risk. Management regularly evaluates and manages this counterparty risk. The Company is responsible for credit losses on approximately 10% of a $288.1 million CCBX loan portfolio. At December 31, 2023, 10% of this portfolio represented $29.1 million in loans.

Operating Efficiency

Our

The largest component of noninterest expense is salariesBaaS loan and employee benefits, which consist primarily of salaries and wages paid to our employees, payroll taxes, and expenses for health insurance, retirement plans and other employee benefits.fraud expense. Other significant operating expenses include salaries and employee benefits, occupancy expense, legal and professional expenses, data processing expense, director and staff expense and marketing expense, and legal and professional fees.expense. Our operating efficiency, as measured by our efficiency ratio, has gradually improved primarily because the growth of our deposits and loans has enabled our net interest income and noninterest income to outpace the growth of our expenses. When we make substantial investments in the infrastructure of new segments, open new branches or make substantial investments to increase our operating capacity, our operating efficiency decreases until we generate enough revenue growth to offset the increased costs however, prior to making such investments, we focus on how best and most expediently we can achieve the revenue growth necessary to offset the costs of these investments or new branches.

Our efficiency ratio has been impacted by the increase in CCBX income and CCBX expense. Our efficiency ratio was 45.92% at December 31, 2023, compared to 56.26% at December 31, 2022. This change is largely due to an increase in net interest income and credit enhancement income for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Economic Conditions

Our business and financial performance are affected by economic conditions generally in the United States and more directly in the markets in the Puget Sound region where we operate. The significant economic factors that are most relevant to our business and our financial performance include, but are not limited to, real estate values, interest rates and unemployment rates. In recent years, the Puget Sound region has experienced significant population gain, fueled in large part by the region’s technology industry, low unemployment and rising real estate values, all of which positively impacted our business.

The economic environment is continuously changing, due to GDP, inflation, higher interest rates, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment, and trade issues all contribute to economic uncertainty which has caused increased market volatility and may lead to an economic recession and/or a significant decrease in consumer confidence and business generally.

Critical Accounting Estimates and Significant Accounting Policies
Our accounting policies are integral to understanding our results of operations. Our accounting policies are described in greater detail in Note 1 to our consolidated financial statements included elsewhere in this Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider the items discussed below to be critical accounting estimates. These assumptions, estimates and judgments we use can be influenced by a number of factors, including the general economic environment. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations. We believe that of our accounting policies, the following accounting policies may involve a higher degree of judgment and complexity:
Securities
Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value. Unrealized gains and losses are excluded from earnings and reported in other comprehensive
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income. Securities within the available for sale portfolio may be used as part of our asset/liability strategy and may be pledged or sold in response to changes in interest rate risk, prepayment risk or other similar economic factors. Securities held to maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts and may be pledged.
Interest earned on these assets is included in interest income. Interest income includes amortization of any purchase premium or discount. Premiums and discounts on securities are amortized using the level-yield method, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.
Management evaluates debt securities for credit losses, on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as an impairment through earnings. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For more information and discussion related to securities, see “Note 3 - Investment Securities” in the Consolidated Financial Statements.
Loans Held for Investment
Loans held for investment are those that management has the intent and ability to hold for the foreseeable future or until maturity or payoff at the principal and interest balance outstanding, net of deferred loan fees and costs. Loans are typically secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Interest income is accrued on the unpaid principal balance. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income using a level yield methodology or a method approximating the level yield methodology.
As of December 31, 2023, loans receivable totaled $3.03 billion, an increase of $398.8 million, or 15.2%, compared to $2.63 billion as of December 31, 2022. Total loans receivable is net of $7.3 million in net deferred origination fees, $47,000 of which is attributed to PPP loans. The increase in loans is largely attributed to growth in our CCBX segment as a result of growth from existing and new partners, combined with loan growth in the community bank segment, slightly offset by forgiveness or principal paydowns on PPP loans. For more information and discussion related to the loans held for investment, see “Note 4 - Loans and Allowance for Credit Losses” in the Consolidated Financial Statements.
Loans Held for Sale
CCBX loans held for sale consist of the portion of CCBX originated loans that the Company intends to sell back to the originating CCBX partner or its affiliate generally at par. The Company sells loans to manage credit positions and concentrations with partners and across loan categories. During the twelve months ended December 31, 2023, the Company transferred $599.9 million in CCBX loans receivable to loans held for sale and subsequently sold these loans. As of December 31, 2023 and 2022 there were no CCBX loans held for sale.
Community bank loans held-for-sale consist of the guaranteed portion of SBA loans and United States Department of Agriculture (“USDA”) loans the Company intends to sell after origination and are reflected at the lower of aggregate cost or fair value. Loans are generally sold with servicing of the sold portion retained by the Company when the sale of the loan occurs, the premium received is combined with the estimated present value of future cash flows on the related servicing asset and recorded as a gain on sale of loans in noninterest income. There were no community bank loans held for sale at December 31, 2023 and 2022.
Equity Investments
Equity investments include amounts invested in stock, venture capital funds, partnerships, and other business ventures. Some of these equity investments are in vendors/suppliers, private companies, government agencies, or government sponsored enterprises. The Company directly holds stock in organizations such as the Federal Reserve Bank, Federal Home Loan Bank of Des Moines, private companies, and venture capital funds. Equity investments are subject to
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the risk of loss if these organizations experience financial difficulties or fall on hard times. The Company carries these investments at market value or cost if market value is not readily determinable. During 2023, net contributions to private company equity investments totaled $125,000 and increased in value by $278,000 in response to a redemption of a fund and to a decline in value in the stock based financial performance and growth rates. In 2022, net contributions to private company equity investments totaled $699,000 and increased in value by $153,000 (unrealized gain) mostly in response to one company’s issuance of common equity awards, identical to the Company’s holdings, at a higher value.
The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. While we believe the assumptions and estimates we have made are reasonable and appropriate, different assumptions or estimates could have resulted in materially different fair values for these equity investments. For more information and discussion related to securities, see Note 3 - Investment Securities” in the Consolidated Financial Statements.
Allowance for Credit Losses
The allowance for credit losses ("ACL") is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans in the pool and whether it needs to evaluate the allowance on an individual basis. The Company must estimate expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. In estimating the life of the loan, the Company cannot extend the contractual term of the loan for expected extensions, renewals, and modifications, unless the extension or renewal options are included in the contract at the reporting date and are not unconditionally cancellable by the Company. Because expected credit losses are estimated over the contractual life adjusted for estimated prepayments, determination of the life of the loan may significantly affect the ACL. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit.
Community Bank Portfolio: The ACL calculation is derived from loan segments utilizing loan level information and relevant available information from internal and external sources related to past events and current conditions. In addition, the Company incorporates a reasonable and supportable forecast.
CCBX Portfolio: The Bank calculates the ACL on loans on an aggregate basis based on each partner and product level, segmenting the risk inherent in the CCBX portfolio based on qualitative and quantitative trends in the portfolio.
Also included in the ACL are qualitative reserves to cover losses that are expected, but in the Company’s assessment may not be adequately represented in the quantitative method. For example, factors that the Company considers include environmental business conditions, borrower’s financial condition, credit rating and the volume and severity of past due loans and non-accrual loans. Based on this analysis, the Company records a provision for credit losses to maintain the allowance at appropriate levels.
Determining the amount of the allowance is considered a critical accounting estimate, as it requires significant judgment and the use of subjective measurements, including management’s assessment of overall portfolio quality. The Company maintains the allowance at an amount the Company believes is sufficient to provide for estimated losses expected to occur in the Company’s loan portfolio at each balance sheet date, and fluctuations in the provision for credit losses may result from management’s assessment of the adequacy of the allowance. Changes in these estimates and assumptions are possible and may have a material impact on the Company’s allowance, and therefore the Company’s financial position, liquidity or results of operations. The Company has elected to exclude accrued interest receivable from the amortized cost basis in its ACL calculation as accrued interest is written off in a timely manner when deemed uncollectable.
The Company increased the allowance from $74.0 million at December 31, 2022 to $117.0 million at December 31, 2023. The allowance was significantly increased in response to growth in CCBX loans. The Company uses CCBX partner data, industry data and its own credit loss data to develop an appropriate allowance for the risk inherent in the CCBX new loan volume. The Company increased the allowance from $28.6 million to $74.0 million in 2022 largely due to an increase in CCBX consumer loans. For more information and discussion related to the allowance for credit losses, see “Note 4 - Loans and Allowance for Credit Losses” in the Consolidated Financial Statements.
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Stock-based Compensation
We grant stock options and restricted stock to our employees and directors. We record the related compensation expense based on the grant date fair value calculated in accordance with the authoritative guidance issued by FASB. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. We estimate the grant date fair value of stock options using the Black-Scholes valuation model. Stock-based compensation expense related to awards of restricted stock and restricted stock units is based on the fair value at the grant date.
The determination of fair value using the Black-Scholes model is affected by the price of our common stock, as well as the input of other subjective assumptions. These assumptions include, but are not limited to, the expected term of stock options and our stock price volatility. The factors considered by our board of directors included the prices of known transactions in our common stock, the book value per share of our common stock, and our board of directors’ understanding of pricing multiples for comparable financial institutions that were not publicly traded.
The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different. For more information and discussion related to stock-based compensation, see “Note 15 – Stock-based Compensation” in the Consolidated Financial Statements.
Revenue Recognition
We record revenue from contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods. A large portion of the Company’s revenue are derived from interest and fees earned on loans, investment securities and other financial instruments that are not within the scope of Topic 606. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed, charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.
The recording of BaaS income and expense is dependent upon the contractual agreement with each partner, however in accordance with accounting guidance the recording of certain components of BaaS income are consistent across agreements. Agreements with many of our CCBX partners provide for a credit enhancement which protects the Bank by absorbing incurred losses. In accordance with accounting guidance, we estimate and record a provision for probable losses for these CCBX loans. When the provision for credit losses - loans and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancement). Incurred losses are recorded in the allowance for credit losses, the credit enhancement asset is relieved when credit enhancement recoveries are received from the CCBX partner. Many agreements with our CCBX partners also provide protection to the Bank from fraud by absorbing incurred fraud losses. Fraud losses are recorded when incurred in noninterest expense, and the recovery received from the CCBX partner is recorded in noninterest income, resulting in a net impact of zero to the income statement. Enhancements that provide protection to the Bank from credit and fraud losses, are not within the scope of Topic 606.
For the year ended December 31, 2023, noninterest income subject to Topic 606 increased $3.0 million to $21.2 million, compared to $18.2 million for the year ended December 31, 2022. The increase was largely due to an increase in BaaS fee income resulting from growth with active CCBX partners. For more information and discussion related to revenue recognition, see “Note 19 – Revenue Recognition” in the Consolidated Financial Statements.
Recent Pronouncements
For a discussion of the expected impact of accounting pronouncements recently adopted and accounting pronouncements recently issued but not yet adopted by us as of December 31, 2023, see “Note 2 – Recent Accounting Standards” in the accompanying notes to our audited consolidated financial statements included elsewhere in this Report on Form 10-K.
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Results of Operations

The following discussion is intended to assist in understanding the financial condition and results of operations of the Company as of and for the year ended December 31, 2023. The information contained in this section should be read together with the December 31, 2022 audited Consolidated Financial Statements and the accompanying Notes included in Item 8. Financial Statements And Supplementary Data of this Form 10-K.
This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Form 10-K for the fiscal year ended December 31, 2022.
Net Income

Year Ended December 31, 2018,2023, Compared to Year Ended December 31, 20172022. Net income for the year ended December 31, 2018,2023 was $9.7$44.6 million, or $0.91$3.27 per diluted share, compared to $5.4$40.6 million, or $0.59$3.01 per diluted share, for the year ended December 31, 2017.2022. The increase in net income over the prior year was attributable to a $5.6$67.0 million increase in net interest income, $1.3$82.5 million increase in noninterest income and $2.2 million decrease in the provision for income taxes, as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act, which decreased tax expense in 2018, and as a result of the revaluation of deferred tax assets under the Tax Cuts and Jobs Act, increased tax expense in 2017.  See “Item 6—Selected Financial Data—GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” These increases in net income were partially offset by $1.0a $104.9 million increase in interest expense, $956,000 increase in the provision for loancredit losses - loans and $3.8a $38.0 million increase in noninterest expense.

The increase in noninterest income, provision expense and noninterest expense are largely related to CCBX loan and deposit growth. The increase in interest expense is related to higher average interest bearing deposits and an increase in cost of deposits as a result of higher interest rates.

Net Interest Income
Year Ended December 31, 2017,2023, Compared to Year Ended December 31, 2016. Net income for the year ended December 31, 2017, was $5.4 million, or $0.59 per diluted share, compared to $5.0 million, or $0.54 per diluted share, for the year ended December 31, 2016. Net income for 2017 included the impact of $1.3 million in additional income tax expense that resulted from the revaluation of deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act. Adjusted net income, which excludes the effect of the additional income tax expense, for the year ended December 31, 2017, was $6.7 million, or $0.73 per diluted share. See “Item 6—Selected Financial Data—GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” The increase in net income over the prior year was attributable to a $3.3 million increase in net interest income and a $1.0 million decrease in the provision for loan losses, which were partially offset by an $823,000 decrease in noninterest income and an $895,000 increase in noninterest expense.

Net Interest Income

Year Ended December 31, 2018, Compared to Year Ended December 31, 20172022. Net interest income for the year ended December 31, 2018,2023 was $34.8$238.7 million, compared to $29.2$171.8 million for the year ended December 31, 2017,2022, an increase of $5.6$67.0 million, or 19.2%39.0%. Yield on loans receivable was 10.60% for the year ended December 31, 2023, compared to 8.12% for the year ended December 31, 2022. The increase in net interest income consisted of a $6.6 million, or 20.6%, increase in interest income offset by a $1.0 million, or 36.6%, increase in interest expense.


Thecompared to the year ended December 31, 2022 was largely related to increased yield on loans from growth in higher yielding CCBX and community bank loans and interest income was primarily attributable to a $86.8 million, or 14.0%, increase in averagerate increases on variable rate and new loans. Average loans outstandingreceivable for the year ended December 31, 2018,2023 was $2.94 billion, compared to the prior year, combined with a 20 basis point increase in the yield on total loans. The increase in average loans outstanding was largely due to organic growth with a continued focus on actively calling on new customers and deepening relationships with existing borrowers.  Also contributing to the increase in 2018 was $46.7 million in purchased loans during 2018, which included $14.1 million in purchased pools and $32.7 million in purchased participations.  The hiring of additional lending teams and lenders also contributed to loan growth, as new lenders were able to transition many of their existing customers and pending transactions to the Bank. The increase in the yield on loans was largely due to higher prepayment penalties and deferred fees recognized on loans paid off. Additionally, the composition of the loan portfolio changed slightly to loans that earn higher rates and higher fees at a quicker rate, and there were increases in average loan yields overall.

The increase in interest expense$2.26 billion for the year ended December 31, 2018, was primarily related to a $46.6 million, or 10.8%, increase in average interest-bearing deposits over the prior year. The majority of this increase is attributable to growth in core deposit accounts, which we define as deposits excluding all brokered2022.

Interest and time deposits. Noninterest bearing deposits (such as demand or checking accounts) grew $51.2 million or 21.1%, in 2018. Savings, interest bearing checking, and money market accounts grew $42.8 million, or 11.5%, in 2018, while customer time deposits grew $6.4 million, or 7.1%. We do not regularly advertise time deposit rates or money market rates, although we occasionally advertise promotional rates in targeted portions of our market area. Our branch managers, business development officers, and lenders collaborate to provide consistent and coordinated customer service and to seek deposits from new and existing customers.

For the year ended December 31, 2018, net interest margin and net interest spread were 4.24% and 3.92%, respectively, compared to 4.08% and 3.83% for the year ended December 31, 2017.

Year Ended December 31, 2017, Compared to Year Ended December 31, 2016. Net interest income for the year ended December 31, 2017, was $29.2 million compared to $26.0fees on loans totaled $311.4 million for the year ended December 31, 2016, an increase of $3.22023 compared to $183.4 million or 12.3%. The increase in net interest income consisted of a $3.7 million, or 12.8%, increase in interest income offset by a $352,000, or 14.0%, increase in interest expense.

The growth in interest income was primarily attributable to a $84.3 million, or 15.8%, increase in average loans outstanding for the year ended December 31, 2017, compared to the prior year, partially offset by an 18 basis point decrease in the yield on total loans.2022. The increase in average loans outstanding was primarily due to our dual strategies of focusing on deepening relationships with existing borrowers and actively calling on new customers. The hiring of additional lenders also contributed to loan growth, as new lenders were able to transition many of their existing customers and pending transactions to the Bank. The decline in the yield on total loans reflects the competitive nature of the markets in which we operate, as well as the decline in interest income on our construction, land, and land development loans, which is one of our highest yielding loan categories. In 2017, the robust real estate market in the Puget Sound region resulted in newly constructed homes selling quickly, enabling builders to repay their loans more quickly and resulting in our maintaining a lower balance of construction and development loans.

The$128.1 million increase in interest expenseand fees on loans for the year ended December 31, 2017, was primarily related2023, compared to a $47.1 million, or 12.2%, increase in average interest-bearing deposits over the prior year. The majority of this increase is attributable to growth in core deposit accounts, which we define as deposits excluding all time deposits. Noninterest bearing deposits (such as demand or checking accounts) grew $18.4 million, or 8.2%, in 2017. Savings, interest bearing checking, and money market accounts grew $22.7 million, or 6.5%, in 2017, while customer time deposits grew $13.5 million, or 17.5%. We do not regularly advertise time deposit rates or money market rates, although we occasionally advertise promotional rates in targeted portions of our market area. Our branch managers, business development officers, and lenders collaborate to provide consistent and coordinated customer service and to seek deposits from new and existing customers.

For the year ended December 31, 2017, net2022, was largely due to increased yield on loans from growth in higher yielding CCBX and community bank loans and an overall increase in interest margin and net interest spread were 4.08% and 3.83%rates. Loan growth of $398.8 million, or 15.2%, respectively, compared to 4.13% and 3.90% for the year ended December 31, 2016.

2023, compared to December 31, 2022, includes a decrease of $1.7 million in PPP loans that were forgiven or repaid. CCBX average loans receivable grew to $1.21 billion for the year ended December 31, 2023, compared to $742.4 million for the year ended December 31, 2022, an increase of $468.0 million, or 63.0%. Average CCBX yield of 16.89% was earned on CCBX loans for the year ended December 31, 2023, compared to 13.85% for the year ended December 31, 2022. CCBX yield does not include the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. The tables later in this section illustrate the impact of BaaS loan expense on CCBX loan yield. Also impacting the increase in loan interest is the increase in interest rates on variable rate loans resulting from the FOMC raising rates from 4.50% as of December 31, 2022 to 5.50% as of December 31, 2023, with the most recent increase during such period on July 26, 2023. We continue to monitor the impact of these increases in interest rates.

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Interest income from interest earning deposits with other banks was $15.3 million at December 31, 2023, an increase of $8.6 million due to higher interest rates, compared to December 31, 2022. The average balance of interest earning deposits invested with other banks for the year ended December 31, 2023 was $295.8 million, compared to $516.0 million for the year ended December 31, 2022. This decrease was the result of increased loan demand. Additionally, the yield on these interest earning deposits with other banks increased 3.88%, compared to the year ended December 31, 2022. Interest income on investment securities increased to $3.2 million at December 31, 2023, compared to $1.7 million at December 31, 2022. Average investment securities increased $26.9 million from $93.2 million for the year ended December 31, 2022 to $120.2 million for the year ended December 31, 2023 as a result of purchasing additional securities to hold for CRA purposes, and average yield increased to 2.66% for the year ended December 31, 2023, compared to 1.87% for the year ended December 31, 2022.
Interest expense was $91.6 million for the year ended December 31, 2023, a $71.2 million increase from the year ended December 31, 2022. Interest expense on deposits was $89.0 million for the year ended December 31, 2023, compared to $19.0 million for the year ended December 31, 2022. The $70.0 million increase in interest expense on deposits was primarily due to an increase in average interest bearing deposits of $671.0 million. Interest on borrowed funds was $2.6 million for the year ended December 31, 2023, compared to $1.4 million for the year ended December 31, 2022. The $1.3 million increase in interest expense on borrowed funds from the year ended December 31, 2022 was the result of a $16.4 million average balance increase in subordinated debt, which increased during the quarter ended December 31, 2022 partially offset by a decrease in average FHLB borrowings, which were paid off in full during the quarter ended March 31, 2022. The FOMC increased the Fed Funds rate 1.00% during the twelve months ended December 31, 2023, with the most recent increase during such period on July 26, 2023. Interest expense will be impacted by any additional FOMC interest rate changes in future periods.
Net interest margin was 7.10% for the year ended December 31, 2023, compared to 5.97% for the year ended December 31, 2022. The increase in net interest margin compared to the year ended December 31, 2022 was largely a result of an increase in higher rate loans. Average loans increased $679.1 million, compared to the year ended December 31, 2022. Also contributing to the increase in net interest margin compared to the year ended December 31, 2022 was a $8.6 million increase in interest earned on interest earning deposits invested in other banks. These interest earning deposits earned an average rate of 5.19% for the year ended December 31, 2023, compared to an average rate of 1.30% for the year ended December 31, 2022. We expect that interest expense will increase and net interest margin will compress as we increase the interest rates on interest bearing deposits to compete with rates offered by our competitors. Additionally, the sale of higher risk and higher yielding loans during the year ended December 31, 2023 in an effort to optimize and strengthen the balance sheet is expected to further impact net interest margin in future quarters.
Cost of funds was 2.91% for the year ended December 31, 2023, compared to 0.75% for the year ended December 31, 2022. Cost of deposits for the year ended December 31, 2023 was 2.87%, which was a 216 basis point increase, from 0.71% for the year ended December 31, 2022. These increases were largely due to an increase in interest rates and an increase in interest bearing deposits. CCBX deposit growth also contributed to the increase in interest expense.
Total yield on loans receivable for the year ended December 31, 2023 was 10.60%, compared to 8.12% for the year ended December 31, 2022. This increase in yield on loans receivable is primarily attributed to an increase in higher rate CCBX loans. As of the year ended December 31, 2023, average CCBX loans increased $468.0 million, or 63.0%, with an average CCBX yield of 16.89%, compared to 13.85% at December 31, 2022. CCBX yield does not include the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. The tables later in this section illustrate the impact of BaaS loan expense on CCBX loan yield. In light of our efforts to optimize and strengthen the balance sheet by selling higher yield CCBX loans, total yield on loans may not continue increasing and average CCBX loans may decrease and/or not increase at the rate they previously have as we work to grow the CCBX portfolio with enhanced credit standards and lower potential for future credit deterioration. There was a increase in average community bank loans of $211.1 million, or 13.9%, which is net of an average $28.6 million decrease in PPP loans as a result of loan forgiveness and repayments, compared to the year ended December 31, 2022. Average yield on community bank loans for the year ended December 31, 2023 was 6.20%. compared to 5.32% for the year ended December 31, 2022.
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The following tables (1) show the average yield on loans and cost of deposits by segment and (2)illustrate how BaaS loan interest income is affected by BaaS loan expense resulting in net BaaS loan income and the associated yield for the periods indicated:
For the Year Ended
December 31, 2023December 31, 2022December 31, 2021
(unaudited)Yield on
Loans
Cost of
Deposits
Yield on
Loans
Cost of
Deposits
Yield on
Loans
Cost of
Deposits
Community Bank6.20%1.14%5.32%0.18%4.90%0.14%
CCBX (1)
16.89%4.55%13.85%1.57%4.46%0.03%
Consolidated10.60%2.87%8.12%0.71%4.86%0.12%
(1)CCBX yield on loans does not include the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. To determine net BaaS loan income earned from CCBX loan relationships, the Company takes BaaS loan interest income and deducts BaaS loan expense to arrive at net BaaS loan income which can be compared to interest income on the Company’s community bank loans. . A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”
For the Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Income / ExpenseIncome / expense divided by average CCBX loansIncome / ExpenseIncome / expense divided by average CCBX loansIncome / ExpenseIncome / expense divided by average CCBX loans
BaaS loan interest income$204,458 16.89 %$102,808 13.85 %$6,532 4.46 %
Less: BaaS loan expense86,900 7.18 %53,294 7.18 %2,976 2.03 %
Net BaaS loan income (1)
$117,558 9.71 %$49,514 6.67 %$3,556 2.43 %
Average BaaS Loans(2)
$1,210,413 $742,392 $146,304 
(1)A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”
(2) Includes loans held for sale.
The following table presents an analysis of the average balances of net interest income, net interest spread and net interest margin for the periods indicated. Loan fees included in interest income totaled $1,288,000$4.4 million and $542,000 $3.2 millionfor the years ended December 31, 20182023 and 2017,2022, respectively. For the years ended December 31, 20182023 and 2017,2022, the amount of interest income not recognized on nonaccrual loans was not material.

 

 

Average balance sheets

For the Year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

 

 

Average

 

 

Interest &

 

 

Yield /

 

 

Average

 

 

Interest &

 

 

Yield /

 

 

Average

 

 

Interest &

 

 

Yield /

 

(Dollars in thousands)

 

Balance

 

 

Dividends

 

 

Cost

 

 

Balance

 

 

Dividends

 

 

Cost

 

 

Balance

 

 

Dividends

 

 

Cost

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning deposits

 

$

73,330

 

 

$

1,432

 

 

 

1.95

%

 

$

58,418

 

 

$

666

 

 

 

1.14

%

 

$

57,810

 

 

$

402

 

 

 

0.70

%

Investment securities,

   available for sale (1)

 

 

38,322

 

 

 

586

 

 

 

1.53

 

 

 

35,808

 

 

 

512

 

 

 

1.43

 

 

 

30,908

 

 

 

324

 

 

 

1.05

 

Investment securities, held

   to maturity (1)

 

 

1,318

 

 

 

32

 

 

 

2.43

 

 

 

1,640

 

 

 

22

 

 

 

1.34

 

 

 

2,023

 

 

 

40

 

 

 

1.98

 

Other investments

 

 

3,022

 

 

 

156

 

 

 

5.16

 

 

 

2,886

 

 

 

138

 

 

 

4.78

 

 

 

2,697

 

 

 

124

 

 

 

4.60

 

Loans receivable (2)

 

 

705,292

 

 

 

36,537

 

 

 

5.18

 

 

 

618,452

 

 

 

30,775

 

 

 

4.98

 

 

 

534,186

 

 

 

27,570

 

 

 

5.16

 

Total interest earning assets

 

 

821,284

 

 

 

38,743

 

 

 

4.72

%

 

 

717,204

 

 

 

32,113

 

 

 

4.48

%

 

 

627,624

 

 

 

28,460

 

 

 

4.53

%

Noninterest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

(8,657

)

 

 

 

 

 

 

 

 

 

 

(7,849

)

 

 

 

 

 

 

 

 

 

 

(6,739

)

 

 

 

 

 

 

 

 

Other noninterest earning

   assets

 

 

36,631

 

 

 

 

 

 

 

 

 

 

 

39,585

 

 

 

 

 

 

 

 

 

 

 

36,512

 

 

 

 

 

 

 

 

 

Total assets

 

$

849,258

 

 

 

 

 

 

 

 

 

 

$

748,940

 

 

 

 

 

 

 

 

 

 

$

657,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and

   Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits

 

$

478,231

 

 

$

3,141

 

 

 

0.66

%

 

$

431,628

 

 

$

2,139

 

 

 

0.50

%

 

$

384,566

 

 

$

2,118

 

 

 

0.55

%

FHLB advances and other

   borrowings

 

 

2,010

 

 

 

41

 

 

 

2.04

 

 

 

1,911

 

 

 

27

 

 

 

1.41

 

 

 

5,814

 

 

 

51

 

 

 

0.88

 

Subordinated debt

 

 

9,957

 

 

 

587

 

 

 

5.90

 

 

 

9,943

 

 

 

587

 

 

 

5.90

 

 

 

4,244

 

 

 

252

 

 

 

5.94

 

Junior subordinated

   debentures

 

 

3,580

 

 

 

157

 

 

 

4.39

 

 

 

3,578

 

 

 

122

 

 

 

3.41

 

 

 

3,569

 

 

 

102

 

 

 

2.86

 

Total interest bearing

   liabilities

 

 

493,778

 

 

 

3,926

 

 

 

0.80

%

 

 

447,060

 

 

 

2,875

 

 

 

0.64

%

 

 

398,193

 

 

 

2,523

 

 

 

0.63

%

Noninterest bearing deposits

 

 

267,227

 

 

 

 

 

 

 

 

 

 

 

233,054

 

 

 

 

 

 

 

 

 

 

 

197,779

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

3,154

 

 

 

 

 

 

 

 

 

 

 

3,106

 

 

 

 

 

 

 

 

 

 

 

2,989

 

 

 

 

 

 

 

 

 

Total shareholders' equity

 

 

85,099

 

 

 

 

 

 

 

 

 

 

 

65,720

 

 

 

 

 

 

 

 

 

 

 

58,436

 

 

 

 

 

 

 

 

 

Total liabilities and

   shareholders' equity

 

$

849,258

 

 

 

 

 

 

 

 

 

 

$

748,940

 

 

 

 

 

 

 

 

 

 

$

657,397

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

34,817

 

 

 

 

 

 

 

 

 

 

$

29,238

 

 

 

 

 

 

 

 

 

 

$

25,937

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

3.92

%

 

 

 

 

 

 

 

 

 

 

3.83

%

 

 

 

 

 

 

 

 

 

 

3.90

%

Net interest margin (3)

 

 

 

 

 

 

 

 

 

 

4.24

%

 

 

 

 

 

 

 

 

 

 

4.08

%

 

 

 

 

 

 

 

 

 

 

4.13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

 

(2) Includes nonaccrual loans

 

(3) Net interest margin represents net interest income divided by the average total interest earning assets

 

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Table of Contents
Average Balance Sheets
For the Year Ended December 31,
202320222021
(dollars in thousands)Average
Balance
Interest &
Dividends
Yield /
Cost (1)
Average
Balance
Interest &
Dividends
Yield /
Cost (1)
Average
Balance
Interest &
Dividends
Yield /
Cost
Assets
Interest earning assets:
Interest earning deposits with
     other banks
$295,808 $15,346 5.19 %$515,967 $6,728 1.30 %$402,081 $608 0.15 %
Investment securities, available for sale (1)
100,260 2,158 2.15 91,970 1,710 1.86 27,908 49 0.18 
Investment securities, held to maturity (1)
19,918 1,039 5.22 1,266 35 2.76 2,137 30 1.40 
Other investments11,512 387 3.36 10,146 345 3.40 7,052 284 4.03 
Loans receivable (2)
2,936,908 311,441 10.60 2,257,787 183,352 8.12 1,688,925 82,112 4.86 
Total interest earning assets3,364,406 330,371 9.82 2,877,136 192,170 6.68 2,128,103 83,083 3.90 
Noninterest earning assets:
Allowance for credit losses(91,194)(46,769)(19,870)
Other noninterest earning assets198,071 119,817 74,088 
Total assets$3,471,283 $2,950,184 $2,182,321 
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$2,395,012 $89,000 3.72 %$1,724,020 $19,004 1.10 %$910,106 $2,327 0.26 %
PPPLF borrowings— — — — — — 68,699 240 0.35 
FHLB advances and borrowings— — — 6,029 69 1.14 24,999 284 1.14 
Subordinated debt44,066 2,373 5.39 27,626 1,179 4.27 15,379 711 4.62 
Junior subordinated debentures3,589 271 7.55 3,587 143 3.99 3,585 84 2.34 
Total interest bearing liabilities2,442,667 91,644 3.75 1,761,262 20,395 1.16 1,022,768 3,646 0.36 
Noninterest bearing deposits707,641 942,087 989,945 
Other liabilities49,271 24,097 12,926 
Total shareholders' equity271,704 222,738 156,682 
Total liabilities and shareholders' equity$3,471,283 $2,950,184 $2,182,321 
Net interest income$238,727 $171,775 $79,437 
Interest rate spread6.07 %5.52 %3.54 %
Net interest margin (3)
7.10 %5.97 %3.73 %
(1)For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(2) Includes loans held for sale and nonaccrual loans.
(3) Net interest margin represents net interest income divided by the average total interest earning assets.
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The following table presents an analysis of certain average balances, interest income and interest expense that are specific to each segment. The segment structure changed after 2021, therefore some items are reported as “n/a” for the year ended December 31, 2021. Items are that not directly attributed to the segment are not listed:
For the Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Average
Balance
Interest &
Dividends
Yield /
Cost
Average
Balance
Interest &
Dividends
Yield /
Cost
Average
Balance
Interest &
Dividends
Yield /
Cost
Community Bank
Assets
Interest earning assets:
Loans receivable (1)
$1,726,495 $106,983 6.20 %$1,515,395 $80,544 5.32 %$1,542,621 $75,580 4.90 %
Intrabank asset, net (6)
— — — 123,156 796 0.65 n/an/an/a
Total interest earning assets1,726,495 106,983 6.20 1,638,551 81,340 4.96 1,542,621 75,580 4.90 
Liabilities
Interest bearing liabilities:
Interest bearing deposits900,516 17,354 1.93 905,447 2,896 0.32 877,389 2,228 0.25 
Intrabank liability, net (6)
198,176 10,404 5.25 — — — n/an/an/a
Total interest bearing liabilities1,098,692 27,758 2.53 905,447 2,896 0.32 877,389 2,228 0.25 
Noninterest bearing deposits627,803 733,104 674,509 
Net interest income$79,225 $78,444 $73,352 
Net interest margin(2)
4.59 %4.79 %4.76 %
CCBX
Assets
Interest earning assets:
Loans receivable (1)(3)
$1,210,413 $204,458 16.89 %$742,392 $102,808 13.85 %$146,304 $6,532 4.46 %
Intrabank asset, net (6)
363,921 19,071 5.24 285,164 4,106 1.44 n/an/an/a
Total interest earning assets1,574,334 223,529 14.20 1,027,556 106,914 10.40 146,304 6,532 4.46 
Liabilities
Interest bearing liabilities:
Interest bearing deposits1,494,496 71,646 4.79 818,573 16,108 1.97 32,717 99 0.30 
Total interest bearing liabilities1,494,496 71,646 4.79 818,573 16,108 1.97 32,717 99 0.30 
Noninterest bearing deposits79,838 208,983 315,436 
Net interest income$151,883 $90,806 $6,433 
Net interest margin(2)
9.65 %8.84 %4.40 %
Net interest margin, net of
   Baas loan expense (4)
4.13 %3.65 %4.40 %
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Table of Contents
For the Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Average
Balance
Interest &
Dividends
Yield /
Cost
Average
Balance
Interest &
Dividends
Yield /
Cost
Average
Balance
Interest &
Dividends
Yield /
Cost
Treasury & Administration
Assets
Interest earning assets:
Interest earning deposits with
     other banks
$295,808 $15,346 5.19 %$515,967 $6,728 1.30 %$402,081 $608 0.15 %
Investment securities, available for
     sale (5)
100,260 2,158 2.15 91,970 1,710 1.86 27,908 49 0.18 
Investment securities, held to
     maturity (5)
19,918 1,039 5.22 1,266 35 2.76 2,137 30 1.40 
Other investments11,512 387 3.36 10,146 345 3.40 7,052 284 4.03 
Total interest earning assets427,498 18,930 4.43 619,349 8,818 1.42 439,178 971 0.22 
Liabilities
Interest bearing liabilities:
PPPLF borrowings— — — 68,699 240 0.35 
FHLB advances and borrowings— — — %6,029 69 1.14 %24,999 284 1.14 %
Subordinated debt44,066 2,373 5.39 27,626 1,179 4.27 15,379 711 4.62 
Junior subordinated debentures3,589 271 7.55 3,587 143 3.99 3,585 84 2.34 
Intrabank liability, net (6)
165,745 8,667 5.23 408,320 4,902 1.20 n/an/an/a
Total interest bearing liabilities213,400 11,311 5.30 445,562 6,293 1.41 112,662 1,319 1.17 
Net interest income$7,619 $2,525 $(348)
Net interest margin(2)
1.78 %0.41 %(0.08)%
(1)Includes loans held for sale and nonaccrual loans.
(2)Net interest margin represents net interest income divided by the average total interest earning assets.
(3)CCBX yield does not include the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. See the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” for a reconciliation of the impact of BaaS loan expense on CCBX loan yield.
(4)Net interest margin, net of BaaS loan expense includes the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements, and servicing CCBX loans. A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.
(5)For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.
(6)Intrabank assets and liabilities are consolidated for period calculations and presented as intrabank asset, net or intrabank liability, net in the table above.
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The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earninginterest earning assets and interest-bearinginterest bearing liabilities and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. The table illustrates the $56.1 million increase in loan interest income that is attributable to an increase in loan rates and $72.0 million increase in loan interest income that is attributable to an increase in loan volume. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to volume.

 

Year Ended December 31, 2018

Compared to

 

 

Year Ended December 31, 2017

Compared to

 

 

Year Ended December 31, 2017

 

 

Year Ended December 31, 2016

 

 

Increase (Decrease)

 

 

Total

 

 

Increase (Decrease)

 

 

Total

 

 

Due to

 

 

Increase

 

 

Due to

 

 

Increase

 

(Dollars in thousands)

 

Volume

 

 

Rate

 

 

(Decrease)

 

 

Volume

 

 

Rate

 

 

(Decrease)

 

Year Ended December 31, 2023
Compared to
Year Ended December 31, 2022
Year Ended December 31, 2023
Compared to
Year Ended December 31, 2022
Year Ended December 31, 2022
Compared to
Year Ended December 31, 2021
Increase (Decrease)
Due to
Increase (Decrease)
Due to
Total Increase
(Decrease)
Increase (Decrease)
Due to
Total Increase
(Decrease)
(dollars in thousands)

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:
Interest income:
Interest earning deposits
Interest earning deposits

Interest earning deposits

 

$

291

 

 

$

475

 

 

$

766

 

 

$

7

 

 

$

257

 

 

$

264

 

Investment securities, available for sale

 

 

38

 

 

 

36

 

 

 

74

 

 

 

58

 

 

 

130

 

 

 

188

 

Investment securities, held to maturity

 

 

(8

)

 

 

18

 

 

 

10

 

 

 

(5

)

 

 

(13

)

 

 

(18

)

Other investments

 

 

7

 

 

 

11

 

 

 

18

 

 

 

9

 

 

 

5

 

 

 

14

 

Other Investments

Loans receivable

 

 

4,499

 

 

 

1,263

 

 

 

5,762

 

 

 

4,193

 

 

 

(988

)

 

 

3,205

 

Total increase in interest income

 

 

4,827

 

 

 

1,803

 

 

 

6,630

 

 

 

4,262

 

 

 

(609

)

 

 

3,653

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:
Interest expense:

Interest bearing deposits

 

 

306

 

 

 

696

 

 

 

1,002

 

 

 

233

 

 

 

(212

)

 

 

21

 

Interest bearing deposits
Interest bearing deposits
PPPLF borrowings

FHLB advances

 

 

2

 

 

 

12

 

 

 

14

 

 

 

(62

)

 

 

38

 

 

 

(24

)

Subordinated debt

 

 

1

 

 

 

(1

)

 

 

 

 

 

336

 

 

 

(1

)

 

 

335

 

Junior subordinated debentures

 

 

 

 

 

35

 

 

 

35

 

 

 

 

 

 

20

 

 

 

20

 

Total increase in interest expense

 

 

309

 

 

 

742

 

 

 

1,051

 

 

 

507

 

 

 

(155

)

 

 

352

 

Increase in net interest income

 

$

4,518

 

 

$

1,061

 

 

$

5,579

 

 

$

3,755

 

 

$

(454

)

 

$

3,301

 

Provision for LoanCredit Losses

The provision for loancredit losses - loans is an expense we incur to maintain an allowance for loancredit losses at a level that is deemed appropriate by management to absorb inherentexpected losses on existing loans. For a description of the factors taken into account by our management in determining the allowance for loancredit losses see “— “Item 7. Management’s Discussion and Analysis of Financial Condition and Operations—Financial Condition—Allowance for LoanCredit Losses.”

Year Ended

The economic environment is continuously changing, due to GDP, inflation, higher interest rates, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment and trade issues that may impact the provision and therefore the allowance. Gross loans, excluding loans held for sale, totaled $3.03 billion at December 31, 2018, Compared to Year Ended December 31, 2017. The2023 and included $3.0 million in PPP loans, which are 100% guaranteed, and are excluded from the provision for loancredit losses for the year ended December 31, 2018, was $1.8 million, compared to $870,000 for the year ended December 31, 2017. The increase of $956,000 was primarily due to loan growth totaling $111.1 million in 2018 compared to $60.7 million in 2017.- loans calculation. The allowance for loancredit losses as a percentage of loans was 1.23%3.86% at December 31, 2018,2023, compared to 1.22%2.82% at December 31, 2017.

2022.

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Agreements with our CCBX partners provide for a credit enhancement provided by the partner which protects the Bank by indemnifying or reimbursing incurred losses. In accordance with accounting guidance, we estimate and record a provision for expected losses for these CCBX loans and reclassified negative deposit accounts. When the provision for credit losses - loans and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancements) in recognition of the CCBX partner's legal commitment to indemnify or reimburse losses. The credit enhancement asset is relieved as credit enhancement payments are received from the CCBX partner or taken from the partner's cash reserve account.
The Company adopted the Current Expected Credit Loss (“CECL”) accounting standard effective January 1, 2023. The CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions versus the prior accounting practice that utilized the incurred loss model. The adoption of this ASU resulted in a one-time cumulative-effect adjustment to the allowance for credit losses as of the day of adoption.
Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. The provision for credit losses - loans for the year ended December 31, 2023, was $184.0 million compared to $79.1 million for the year ended December 31, 2022. The increase in the Company’s provision for credit losses - loans during the year ended December 31, 2023, is largely related to the provision for CCBX partner loans. During the year ended December 31, 2023, a $182.7 million provision for credit losses - loans was recorded for loans originated through CCBX partners based on management’s analysis. The factors used in management’s analysis for community bank credit losses indicated that a provision for credit losses- loans of $1.3 million was needed for the year ended December 31, 2023.
The following table shows the provision expense by segment for the periods indicated:
Year Ended
(dollars in thousands; unaudited)December 31, 2023December 31, 2022December 31, 2021
Community bank$1,322 $719 $1,275 
CCBX182,721 78,345 8,640 
Total provision expense$184,043 $79,064 $9,915 
Net charge-offs for the year ended December 31, 2018,2023 totaled $436,000,$145.0 million, or 0.06%4.94% of total average loans, as compared to net charge-offs of $397,000,$33.7 million, or 0.06%1.49% of total average loans, for the year ended December 31, 2017.2022. Net charge-offs for both years were consistent on a percentage basis and with 2018 seeing a slight increaseup significantly in dollars due to higher balance loans.

Year Ended December 31, 2017, Compared to Year Ended December 31, 2016. The provision for loan losses for the year ended December 31, 2017, was $870,000,2023 compared to $1.9 million for the year ended December 31, 2016. The decrease of $1.0 million was primarily due to loan growth totaling $60.7 million in 2017 compared to $96.9 million in 2016, as well as improved credit quality. The allowance for loan losses as a percentage of loans was 1.22% at December 31, 2017, compared to 1.27% at December 31, 2016. The lower allowance that resulted from stronger credit quality reduced the amount of provision needed for 2017.


Net charge-offs for the year ended December 31, 2017, totaled $397,000, or 0.06% of total average loans, as compared to net charge-offs of $364,000, or 0.07% of total average loans, for the year ended December 31, 2016. Net charge-offs for both years were consistent on a percentage basis and were only slightly higher in 20172022 as a result of higherthe growth in loans originated through CCBX partners. In accordance with GAAP, CCBX losses are recorded as charge-offs, but CCBX partner agreements provide for a credit enhancement that indemnifies and as a result CCBX partners reimburse the Bank for net-charge-offs on CCBX loans and negative deposit accounts, except in accordance with the program agreement for one partner where the Company is responsible for credit losses on approximately 10% of a $288.1 million loan balances.

portfolio. At December 31, 2023, our portion of this portfolio represented $29.1 million in loans. Provision expense on these loans was $5.1 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively, with net charge-offs of $3.6 million in 2023 and $216,000 in 2022. In 2023, $52,000 of net charge-offs were recognized for community bank loans and $144.9 million of net-charge-offs were recognized for CCBX loans. In 2022, $382,000 of net charge-offs were recognized for community bank loans and $33.3 million of charge-offs were recognized for CCBX loans. Although agreements with our CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by indemnifying or reimbursing incurred credit and fraud losses, if our partner is unable to fulfill their contracted obligations to replenish their cash reserve account then the Bank would be exposed to additional losses, as a result of this counterparty risk. If a CCBX partner does not replenish their cash reserve account then the Bank can declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would write-off any remaining credit enhancement asset from the CCBX partner but would retain the full yield and any fee income on the loan portfolio going forward, and BaaS loan expense would decrease once default occurred and payments to the CCBX partner were stopped.

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The following table show the total charge-off activity by segment for the periods indicated:
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Year Ended
December 31, 2021
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$64 $151,933 $151,997 $428 $33,321 $33,749 $255 $385 $640 
Gross recoveries(12)(7,019)(7,031)(46)(36)(82)(83)(12)(95)
Net charge-offs$52 $144,914 $144,966 $382 $33,285 $33,667 $172 $373 $545 
Net charge-offs to
   average loans
0.00 %11.97 %4.94 %0.03 %4.48 %1.49 %0.01 %0.25 %0.03 %
% of CCBX charge-offs
   covered by credit
   enhancement
97.5 %99.4 %100.0 %
Noninterest Income

Our primary sources of recurring noninterest income are BaaS indemnification income, Baas program income and deposit account service charges and fees, wholesale banking service fees, loan referral fees, mortgage broker fees, and sublease and lease income.fees. Noninterest income does not include loan origination fees, to the extent they exceed the direct loan origination costs, which are generally recognized over the life of the related loan as an adjustment to yield using the interest or similar method.

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For the year ended December 31, 2023, noninterest income totaled $207.2 million, an increase of $82.5 million, or 66.2%, compared to $124.7 million for the year ended December 31, 2022. The following table presents, for the periods indicated, the major categories of noninterest income:

 

 

Year Ended

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

Increase

 

 

Percent

 

 

December 31,

 

 

Increase

 

 

Percent

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

(Decrease)

 

 

Change

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

Change

 

Deposit service charges and fees

 

$

3,061

 

 

$

2,617

 

 

$

444

 

 

 

17.0

%

 

$

2,617

 

 

$

2,123

 

 

$

494

 

 

 

23.3

%

Wholesale banking service fees

 

 

709

 

 

 

 

 

 

709

 

 

NA

 

 

 

 

 

 

 

 

 

 

 

NA

 

Loan referral fees

 

 

618

 

 

 

439

 

 

 

179

 

 

 

40.8

 

 

 

439

 

 

 

423

 

 

 

16

 

 

 

3.8

 

Gain on sale of loans, net

 

 

264

 

 

 

102

 

 

 

162

 

 

 

158.8

 

 

 

102

 

 

 

790

 

 

 

(688

)

 

 

-87.1

 

Mortgage broker fees

 

 

215

 

 

 

255

 

 

 

(40

)

 

 

(15.7

)

 

 

255

 

 

 

346

 

 

 

(91

)

 

 

(26.3

)

Sublease and lease income

 

 

81

 

 

 

222

 

 

 

(141

)

 

 

(63.5

)

 

 

222

 

 

 

234

 

 

 

(12

)

 

 

(5.1

)

Gain on sale of securities, net

 

 

 

 

 

 

 

 

 

 

NA

 

 

 

 

 

 

160

 

 

 

(160

)

 

 

(100.0

)

Other

 

 

519

 

 

 

519

 

 

 

 

 

 

(0.0

)

 

 

519

 

 

 

901

 

 

 

(382

)

 

 

(42.4

)

Total noninterest income

 

$

5,467

 

 

$

4,154

 

 

$

1,313

 

 

 

31.6

%

 

$

4,154

 

 

$

4,977

 

 

$

(823

)

 

 

-16.5

%

The following table presents, for the periods indicated, the major categories of noninterest income:

Year Ended
December 31,
2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase
(Decrease)
Percent
Change
Increase
(Decrease)
Percent
Change
Deposit service charges and fees$3,854 $3,804 $3,698 $50 1.3 %$106 2.9 %
Loan referral fees683 810 2,126 (127)(15.7)(1,316)(61.9)
Gain on sale of bank branch including deposits and loans, net— — 1,263 — 0.0 (1,263)(100.0)
Gain on sales of loans, net253 — 396 253 100.0 (396)(100.0)
Unrealized gain (loss) on equity securities, net279 (153)1,469 432 (282.4)(1,622)(110.4)
Other884 1,344 1,859 (460)(34.2)(515)(27.7)
Noninterest income, excluding BaaS program income and BaaS indemnification income5,953 5,805 10,811 148 2.5 (5,006)(46.3)
Servicing and other BaaS fees3,855 4,408 4,467 (553)(12.5)(59)(1.3)
Transaction fees4,011 3,211 544 800 24.9 2,667 490.3 
Interchange fees4,252 2,583 701 1,669 64.6 1,882 268.5 
Reimbursement of expenses4,175 2,732 1,004 1,443 52.8 1,728 172.1 
BaaS program income16,293 12,934 6,716 3,359 26.0 6,218 92.6 
BaaS credit enhancements177,764 76,374 9,086 101,390 132.8 67,288 740.6 
BaaS fraud enhancements7,165 29,571 1,505 (22,406)(75.8)28,066 1864.9 
BaaS indemnification income184,929 105,945 10,591 78,984 74.6 95,354 900.3 
Total BaaS income$201,222 $118,879 $17,307 $82,343 69.3 $101,572 586.9 
Total noninterest income$207,175 $124,684 $28,118 $82,491 66.2 %$96,566 343.4 %
A description of our largest noninterest income categories are below:
BaaS Income. Our CCBX segment provides BaaS offerings that enable our broker dealer and digital financial service providers to offer their customers banking services. In exchange for providing these services, we earn fixed fees, volume-based fees and reimbursement of costs depending on the program agreement. In accordance with GAAP, we recognize the reimbursement of noncredit fraud losses on loans and deposits originated through partners and credit enhancements related to the allowance for credit losses and reserve for unfunded commitments provided by the partner as revenue in BaaS income. CCBX credit losses are recognized in the allowance for credit losses -loans and fraud losses are expensed in noninterest expense under BaaS fraud expense. Also in accordance with GAAP, we establish a credit enhancement asset for expected future credit losses through the recognition of BaaS credit enhancement revenue at the same time we establish an allowance for those loans though a provision for credit losses - loans. For more information on the accounting for BaaS allowance for credit losses, reserve for unfunded commitments, credit enhancements and fraud enhancements see the section titled “CCBX – BaaS Reporting Information.”
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For the year ended December 31, 2023, we earned $201.2 million in BaaS fees, which was an increase of $82.3 million, or 69.3%, over the year ended December 31, 2022, where we earned $118.9 million in BaaS fees. The increase over the year ended December 31, 2022 was primarily due to an increase of $101.4 million in BaaS credit enhancements related to the allowance for credit losses and reserve for unfunded commitments partially offset by $22.4 million less in BaaS fraud enhancements as a result of lower reported fraud, and an increase of $3.4 million in total BaaS fee program income, which was the result of increased activity.
Our CCBX segment continues to evolve, and we now have 21 relationships, at varying stages, as of December 31, 2023.  We continue to refine the criteria for CCBX partnerships and are exiting relationships where it makes sense and are focusing on expanding and developing relationships with larger and more established partners, with experienced management teams, existing customer bases and strong financial positions. The sale of $599.9 million in CCBX loans during the year ended December 31, 2023 is part of our strategy to strengthen the balance sheet and lower the overall potential credit risk in our loan portfolio. We expect net interest margin will tighten as higher quality loans yield less than higher risk loans and we also expect the size of our CCBX loan portfolio will be smaller than in previous quarters while we work to grow the portfolio with loans that are subject to increased underwriting standards. We expect this process to take another quarter or two. At the same time we will be focused on increasing our efficiency and using technology to reduce future expense growth.

The following table illustrates the activity and evolution in CCBX relationships for the periods indicated:
As of
(unaudited)December 31, 2023December 31, 2022
Active1919
Friends and family / testing11
Implementation / onboarding10
Signed letters of intent05
Wind down - preparing to exit relationship02
Total CCBX relationships2127
Deposit Service Charges and Fees.Deposit service charges and fees include service charges on accounts, point-of-sale fees, merchant services fees and overdraft fees. Together they constitute the largest component of our noninterest income, outside of BaaS fee income. Deposit service charges and fees were $3.1$3.9 million for the year ended December 31, 2018,2023, an increase of $444,000,$50,000, or 17.0%1.3%, over the prior year. Serviceyear primarily due to increases in point-of-sale fees of $121,000 and service charges on deposit accounts of $32,000, partially offset by a decrease in overdraft fees of $97,000.
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The following table presents deposit service charges and fees on deposit accounts were $2.6 million for the year ended December 31, 2017, an increase of $494,000, or 23.3%, over the prior year. The increases in deposit account service charges in these periods were primarily the result of a fee income initiative to adjust the pricing of fees, types of fees, and features of our deposit accounts, as well as growth in deposit balances and accounts which also lead to more transactional fees. We were able to increase these fees without losing customers.

Wholesale Banking Service Fees.  We provide wholesale banking services to a customer that provides financial services to its customers.  In exchange for providing these services, we earn fixed fees and reimbursement of costs incurred for providing these services.  In 2018 we earned $709,000 in wholesale banking service fees.  This was a new service for us in 2018, therefore no income is reported for 2017 or 2016.

indicated:

Year Ended
December 31,
2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase
(Decrease)
Percent
Change
Increase
(Decrease)
Percent
Change
Point of sale fees$2,176 $2,055 $1,959 121 5.9 %$96 4.9 %
Service charges on accounts500 468 410 32 6.8 58 14.1 
Merchant services498 508 568 (10)(2.0)(60)(10.6)
Overdraft and NSF fees213 310 316 (97)(31.3)(6)(1.9)
ATM fees239 218 227 21 9.6 (9)(4.0)
Cash management fees98 118 113 (20)(16.9)4.4 
Other130 127 105 2.4 22 21.0 
$3,854 $3,804 $3,698 $50 1.3 %$106 2.9 %
Loan Referral Fees. We earn loan referral fees when we originate a variable rate loan and the borrower enters into an interest rate swap agreement with a third party to fix the interest rate for an extended period, usually 20 or 25 years. We recognize the loan referral fee for arranging the interest rate swap. By facilitating interest rate swaps to our clients, we are able to provide them with a long-term, fixed interest rate without the assuming the interest rate risk. Loan referral fees were $618,000 for the year ended December 31, 2018, compared to $439,000 in the prior year, an increase of $179,000 or 40.8%. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps. The recognition of loan referral fees fluctuatefluctuates in response to these market conditions and as a result we may recognize more or less, or may not recognize any, loan referral fees in some periods. Current market conditions are making interest rate swap agreements less attractive in the higher rate environment. Loan referral fees were $439,000$683,000 for the year ended December 31, 2017, an increase2023, a decrease of $16,000,$127,000, or 3.8%15.7%, over the year ended December 31, 2016.

2022. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

Mortgage Broker FeesGain on Sale of Loans, net. Gain on sales of loans occurs when we sell certain CCBX loans to the originating partner, in accordance with partner agreements. We earn mortgage broker fees for residential mortgagesold $599.9 million in CCBX loans that we broker through mortgage lenders. Mortgage broker fees decreased $40,000 induring the year ended December 31, 2018, compared2023 and expect to 2017 as a result ofcontinue selling CCBX loans over the next several months in an increase in mortgage rates that resulted in less purchasingeffort to optimize and refinancing volume. Mortgage broker fees declined $91,000 in 2017 compared to 2016 as a result of lower volume.

strengthen our portfolio. Gain on Salesale of Loans. We typicallyloans may also occur when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and United StatesU.S. Department of Agriculture or USDA,(“USDA”) loans that we originate. GainThis activity fluctuates based on sale of loans increased $162,000 to $264,000 inSBA and USDA loan activity.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2018,2023, we recognized an unrealized gain on equity securities of $279,000, compared to 2017 asthe year ended December 31, 2022, when we recognized a result of increased focus$153,000 unrealized holding loss on production after restructuring our SBA loan program in 2018. Gain on sale of loans declined to $102,000 in 2017 from $790,000 in 2016 as we reduced staff and restructured our underwriting and administration of this program, while reducing our focus on originating loans for sale. In 2018, we originated $7.8 million of SBA loans compared to $4.8equity securities. We hold $3.0 million in 2017equity securities focused on entities providing products to the BaaS and $7.4 million in 2016. In 2018 we originated $814,000 in USDA loans compared to zero in 2017 and 2016.

financial services space.

Other. This category includes a variety of other income-producing activities, annuity brokercredit card fee income, wire transfer fees, interest earned on bank owned life insurance (“BOLI”), and SBA and USDA servicing fees. Other noninterest income was $519,000 indecreased $460,000, or 34.2%, for the year ended December 31, 2018, and 2017. Other noninterest income decreased $382,000, or 42.4%, in 20172023 compared to 2016the year ended December 31, 2022, due primarilyin part to athe one-time $325,000 break-up settlement feecost of converting an existing BOLI policy to one that was recognizedwill yield higher returns in 2016 in connection with an acquisition transaction that was terminated in 2015.

the future, which reduced BOLI earnings by $212,000.

Noninterest Expense

Generally, noninterest expense includesis composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest componentcomponents of noninterest expense isare BaaS loan and fraud expense combined and salaries and employee
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benefits. Noninterest expense also includes operational expenses, such as occupancy expense,legal and professional expenses, data processing and software licenses, occupancy, point of sale expense, FDIC assessment, director and staff expense,expenses, excise taxes, marketing expense, and legal and professional fees.

other expenses.

For the year ended December 31, 2018,2023, noninterest expense totaled $26.2$204.8 million, an increase of $3.8$38.0 million, or 16.9%22.8%, compared to $22.4$166.8 million for the year ended December 31, 2017. For the year ended December 31, 2017, noninterest2022. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $22.4$110.7 million an increase of $895,000,and increased $26.8 million or 4.2%, compared to $21.5 million for the year ended December 31, 2016.

31.9%.

The following table presents, for the periods indicated, the major categories of noninterest expense:

 

 

Year Ended

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

Increase

 

 

Percent

 

 

December 31,

 

 

Increase

 

 

Percent

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

(Decrease)

 

 

Change

 

 

2017

 

 

2016

 

 

(Decrease)

 

 

Change

 

Salaries and employee

   benefits

 

$

16,026

 

 

$

13,383

 

 

$

2,643

 

 

 

19.7

%

 

$

13,383

 

 

$

11,988

 

 

$

1,395

 

 

 

11.6

%

Occupancy

 

 

3,314

 

 

 

3,037

 

 

 

277

 

 

 

9.1

 

 

 

3,037

 

 

 

2,694

 

 

 

343

 

 

 

12.7

 

Data processing

 

 

1,971

 

 

 

1,777

 

 

 

194

 

 

 

10.9

 

 

 

1,777

 

 

 

1,995

 

 

 

(218

)

 

 

-10.9

 

Director and staff expenses

 

 

701

 

 

 

561

 

 

 

140

 

 

 

25.0

 

 

 

561

 

 

 

543

 

 

 

18

 

 

 

3.3

 

Legal and professional fees

 

 

677

 

 

 

355

 

 

 

322

 

 

 

90.7

 

 

 

355

 

 

 

380

 

 

 

(25

)

 

 

-6.6

 

Excise taxes

 

 

559

 

 

 

459

 

 

 

100

 

 

 

21.8

 

 

 

459

 

 

 

357

 

 

 

102

 

 

 

28.6

 

Marketing and promotion

 

 

391

 

 

 

455

 

 

 

(64

)

 

 

(14.1

)

 

 

455

 

 

 

437

 

 

 

18

 

 

 

-(4.1

)

Business development

 

 

326

 

 

 

294

 

 

 

32

 

 

 

10.9

 

 

 

294

 

 

 

294

 

 

 

 

 

 

0.0

 

FDIC assessments

 

 

295

 

 

 

331

 

 

 

(36

)

 

 

(10.9

)

 

 

331

 

 

 

367

 

 

 

(36

)

 

 

(9.8

)

OREO and repossessed assets

   operations, net

 

 

(2

)

 

 

(23

)

 

 

21

 

 

 

(91.3

)

 

 

(23

)

 

 

342

 

 

 

(365

)

 

 

(106.7

)

Other

 

 

1,958

 

 

 

1,804

 

 

 

154

 

 

 

8.5

 

 

 

1,804

 

 

 

2,141

 

 

 

(337

)

 

 

-15.7

 

Total noninterest expense

 

$

26,216

 

 

$

22,433

 

 

$

3,783

 

 

 

16.9

%

 

$

22,433

 

 

$

21,538

 

 

$

895

 

 

 

4.2

%

Year Ended
December 31,
2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase
(Decrease)
Percent
Change
Increase
(Decrease)
Percent
Change
Salaries and employee benefits$66,461 $52,228 $37,101 $14,233 27.3 %$15,127 40.8 %
Legal and professional expenses14,803 6,760 3,133 8,043 119.0 3,627 115.8 
Data processing and software licenses8,595 6,487 4,951 2,108 32.5 1,536 31.0 
Occupancy4,926 4,548 4,128 378 8.3 420 10.2 
Point of sale expense3,534 2,109 671 1,425 67.6 1,438 214.3 
FDIC assessments2,524 2,859 1,632 (335)(11.7)1,227 75.2 
Director and staff expenses2,152 1,711 1,205 441 25.8 506 42.0 
Excise taxes1,976 2,204 1,589 (228)(10.3)615 38.7 
Marketing517 351 451 166 47.3 (100)(22.2)
Other5,224 4,652 3,921 572 12.3 731 18.6 
Noninterest expense, excluding BaaS loan and BaaS fraud expense110,712 83,909 58,782 26,803 31.9 25,127 42.7 
BaaS loan expense86,900 53,294 2,976 33,606 63.1 50,318 1,690.8 
BaaS fraud expense7,165 29,571 1,505 (22,406)(75.8)28,066 1864.9 
BaaS loan and fraud expense94,065 82,865 4,481 11,200 13.5 78,384 1,749.3 
Total noninterest expense$204,777 $166,774 $63,263 $38,003 22.8 %$103,511 163.6 %


Salaries and Employee Benefits. Salaries and employee benefits are the largest component of noninterest expense excluding BaaS loan expense and include payroll expense, incentive compensation costs, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $16.0$66.5 million for the year ended December 31, 2018,2023, an increase of $2.6$14.2 million, or 19.7%27.3%, compared to $13.4 million for 2017. The increase was primarily due to the continued organic growth initiatives, and include increases in sales staff, including hiring new banking teams, adding lenders, staff for the newly opened Edmonds location, and additional back office staffing to support the incremental increases in banking teams, wholesale banking activities and for operation as a public company.  Salaries and employee benefits were $13.4$52.2 million for the year ended December 31, 2017, an2022. The increase was primarily due to hiring staff for our CCBX segment and additional staff for our ongoing community bank related growth initiatives. As our CCBX segment grows, we expect to continue to add employees to support this line of $1.4 million, or 11.6%,business. As of December 31, 2023, we had 507 full-time equivalent employees, compared to $12.0448 at December 31, 2022.

Legal and Professional Expenses. Legal and professional expenses include legal, audit and accounting expenses, consulting fees, fees for recruiting and hiring employees, and IT related security expenses. These expenses fluctuate with the development of contracts for CCBX customers, audit and accounting needs, and are impacted by our reporting cycle and timing of legal and professional services. Legal and professional expenses were $14.8 million for the year ended December 31, 2016. The increase was primarily due to an increase in staffing to support our growth objectives, including hiring additional staff for our Woodinville branch, and to enhance our compliance infrastructure. As of December 31, 2018, we had 183 full-time equivalent employees,2023 compared to 156 at December 31, 2017, and 148 at December 31, 2016.

Occupancy Expenses. Occupancy expenses were $3.3$6.8 million for the year ended December 31, 2018, compared to $3.02022, an increase of $8.0 million, for 2017. Occupancyor 119.0%. The increase in legal and professional expenses were $3.0primarily focused on building infrastructure for future growth.

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Data Processing and Software Licenses. Data processing and software licenses includes expenses related to obtaining and maintaining software required for our various functions. Data processing costs include all of our customer transaction processing and data storage, computer processing, and network costs. Data processing costs grow as we grow and add new products, customers and branches and enhance technology. Additionally, CCBX data processing expenses and software that aids in the reporting of CCBX activities and monitoring of transactions that helps to automate and create other efficiencies in reporting have resulted in increased expenses in the category. These expenses are expected to increase as we invest more in automated processing and as we grow product lines and our CCBX segment.Data processing costs were $8.6 million for the year ended December 31, 2017,2023, compared to $2.7$6.5 million for the year ended December 31, 2016.2022, an increase of $2.1 million, or 32.5%.
Occupancy Expenses. Occupancy expenses were $4.9 million for the year ended December 31, 2023, compared to $4.5 million for the year ended December 31, 2022, an increase of $378,000, or 8.3%. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $1.1$2.3 million $993,000 and $895,000$1.8 million for years ended December 31, 2018, 20172023 and 2016,2022, respectively. The increase of $277,000, or 9.1%,$378,000 in occupancy expenses for 2023 compared to 2022, was primarily the result of $222,000 increase in depreciation expense, resulting from increased costs associated with the increase in FTE and growth in CCBX and $138,000 increase in maintenance and repairs expense. Occupancy expenses rent, utilities, janitorial and other maintenance expenses, property insurances and taxes. Also included is depreciation on building, leasehold, furniture, fixtures and equipment. Although our hybrid and remote workforce has increased, which helps keep some occupancy expenses down, we do expect occupancy expenses to increase as we continue to grow.
Point of Sale Expenses. Point of sale expenses are incurred as part of the process that allows businesses to accept payment for goods or services. Generally, point of sale expense increases as point of sale activity increases, as does point of sale income which is recognized in other income. Point of sale expenses were $3.5 million for the year ended December 31, 2018,2023, compared to $2.1 million for the year ended December 31, 2022, an increase of $1.4 million, or 67.6%.
FDIC Assessments. FDIC assessments are assessed to fund the Deposit Insurance Fund (“DIF”) to insure and protect the depositors of insured banks and to resolve failed banks. The assessment rate is based on a number of factors and recalculated each quarter. As deposits increase, the FDIC assessment expense will generally increase. However, our rate has decreased in 2023 as a result of improvement in the various ratios that determine the rate at which insured deposits are assessed, compared to the comparable prior year was primarily dueperiod. On October 18, 2022 the FDIC finalized an increase of 2 basis points in the initial base deposit insurance assessment rates schedules, beginning with the first quarterly assessment period of 2023. The rise is intended to increase the recent openingreserve ratio of the Edmonds branch combined with a full year of occupancy expensesDeposit Insurance Fund to 1.35%, the statutory requirement. The increase in the base rates will remain in place until the reserve ratio reaches or exceeds 2.0%. FDIC assessments were $2.5 million for the Woodinville location that was opened late in 2017. Theyear ended December 31, 2023, compared to $2.9 million for the year ended December 31, 2022, a decrease of $335,000, or 11.7%.
Director and Staff Expenses. Director and staff expenses includes compensation for director service, continuing education for employees and other director and staff related expenses. Director and staff expenses were $2.2 million for the year ended December 31, 2023 compared to $1.7 million for the year ended December 31, 2022, an increase of $343,000,$441,000, or 12.7%,25.8%. In 2023 we saw an increase in occupancythese expenses for 2017 comparedas the number of employees increased.
Excise Taxes. Excise taxes are assessed on Washington state income and are based on gross income. Gross income is reduced by certain allowed deductions and income attributed to 2016 was primarily dueother states is also removed to increased lease costs and higher building maintenance. We opened our 13th branch in Woodinville inarrive at the fall of 2017. This new branch increased our lease, depreciation, maintenance, and utility costs for 2017.

Data Processing. Data processing coststaxable base. Excise taxes were $2.0 million for the year ended December 31, 2018,2023, compared to $1.8$2.2 million for the year ended December 31, 2017. Data processing2022, an decrease of $228,000, or 10.3%.

Marketing and promotion. Marketing and promotion costs were $1.8 million$517,000 for the year ended December 31, 2017,2023, compared to $2.0 million$351,000 for the year ended December 31, 2016. Data processing2022, a increase of $166,000, or 47.3%. Marketing and promotion costs include all of our customer processing, computer processing, and network costs. In 2018, we saw increases in our loan and deposit bases as well as new products and branches, all of which impact data processing expense.  In 2016, we upgraded our core processing system and achieved costs savings that enabled usare starting to grow deposits, loans, and customers while decreasing our data processing costs in 2017. We anticipate that our data processing costs will increase proportionately as we growdeploy more branding and targeted advertising for the community bank and CCBX. We are using more cost-effective advertising options, but expect costs to increase as we expand our customer base and deposits and loans.

marketing plan.

Other. This category includes dues and subscriptions,memberships, office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officersofficer’s insurance, donations, provision for unfunded commitments, and miscellaneous other expenses.

The provision for unfunded commitments has increased with the addition of CCBX loan partners. Other noninterest expense increased to $2.0$5.2 million for the year ended December 31, 2018,

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2023, compared to $1.8$4.7 million for the year ended December 31, 2017.2022, an increase of $572,000, or 12.3%. The increase was primarilylargely due to overall increases resulting from growth for the year ended December 31, 2023, as compared to the same period last year.
BaaS loan and fraud expense. Our CCBX segment provides BaaS offerings that enable our broker dealer and digital financial service providers to offer their customers banking services. Included in office supplies, duesBaaS loan and subscription costs,fraud expense is partner loan expense including overdraft balances and telephone expenses, all of whichBaaS fraud expense. Partner loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. BaaS fraud expense represents noncredit fraud losses on loans and deposits originated through partners. Fraud losses are related to increasesrecorded when incurred as losses in staffing, the addition of new banking teamsnoninterest expense, and the new branch thatreimbursement from the CCBX partner is recorded in noninterest income, resulting in a net impact of zero to the income statement. For the year ended December 31, 2023, BaaS loan and fraud expense was added in 2018.   Other noninterest expense decreased$94.1 million, compared to $1.8$82.9 million for the year ended December 31, 2017, compared to $2.1 million2022 as a result of increased partner activity. For more information on the accounting for BaaS loan and fraud expenses see the section titled “CCBX – BaaS Reporting Information.”
The following table presents, for the year ended December 31, 2016, a decrease of $328,000, or 15.3%. The decrease was primarily due to decreasedperiods indicated, the BaaS loan expenses as we benefitted from stronger credit quality, lower mail service expenses, and lower directors and officers insurance expense.

fraud expenses:

Year Ended
December 31,
2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase
(Decrease)
Increase
(Decrease)
BaaS loan expense$86,900 $53,294 $2,976 $33,606 $50,318 
BaaS fraud expense7,165 29,571 1,505 (22,406)28,066 
Total BaaS loan and fraud expense$94,065 $82,865 $4,481 $11,200 $78,384 
Income Tax Expense

The amount of income tax expense we incur is impacted by the amounts of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities are reflected at current income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce our deferred tax assets to the amount expected to be realized.

The Company is subject to various state taxes that are assessed as CCBX activities and employees expand into other states, which has increased the overall tax rate used in calculating the provision for income taxes in the current and future periods. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, implements a new 15% corporate alternative minimum tax for certain large corporations, a 1% excise tax on stock buybacks, and several tax incentives to promote clean energy and climate initiatives. These provisions were effective beginning January 1, 2023. This legislation did not have a material impact on our consolidated financial statements.

Year Ended December 31, 2018,2023, Compared to Year Ended December 31, 2017. 2022. For the year ended December 31, 2018,2023, income tax expense totaled $2.5$12.6 million, compared to $4.7$10.0 million for the year ended December 31, 2017. In 2018, the Company saw a decrease in federal income tax expense as a result of the reduced tax rate under the Tax Cuts and Jobs Act.  The income tax expense for 2017 included $1.3 million in additional expense that resulted from the revaluation of our deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act. Excluding the effect of the charge for revaluation of our deferred tax assets, our2022. Our effective tax rates for the years ended December 31, 20182023, and 2017, were 20.8%2022, was 22.0% and 33.3%19.7%, respectively.  See “Item 6—Selected Financial Data—GAAP Reconciliation

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Segment Information
Based on the criteria of ASC 280, Segment Reporting, we have identified three segments: the community bank, CCBX and Management Explanationtreasury & administration. The primary focus of Non-GAAP Financial Measures.”the community bank is on providing a wide range of banking products and services to consumers and small to medium sized businesses in the broader Puget Sound region in the state of Washington and through the Internet and our mobile banking application. We currently operate 14 full-service banking locations, 12 of which are located in Snohomish County, where we are the largest community bank by deposit market share, and two of which are located in neighboring counties (one in King County and one in Island County).

Year Ended The CCBX segment provides banking as a service (“BaaS”) that allows our broker-dealer and digital financial service partners to offer their customers banking services. The CCBX segment has 21 partners, 19 that are active with two more currently in the testing or implementation stage as of December 31, 2017, Compared2023. The treasury & administration segment includes treasury management, overall administration and all other aspects of the Company.

The Company’s reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to Year Endedpreviously reported segment financial data. The Company continues to evaluate its methodology on allocating items to the Company’s various segments to support strategic business decisions by the Company’s executive leadership. The difference in total loans receivable and total deposits in the community bank and CCBX segments is recorded on the balance sheet of each segment as an intrabank asset or intrabank liability, with the treasury & administration segment as the offset to those entries. Income and expenses that are specific to a segment are directly posted to each segment. Additionally, certain indirect expenses are allocated to each segment utilizing various metrics, such as number of employees, utilization of space, and allocations based on loan and deposit balances. We have implemented a transfer pricing process that credits or charges the community bank and CCBX segments with intrabank interest income or expense for the difference in average loans and average deposits, with the treasury & administration segment as the offset for those entries. The accounting policies of the segments are the same as those described in “Note 1 – Description of Business and Summary of Significant Accounting Policies” in the accompanying notes to the consolidated financial statements included in this report.
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The following table presents summary financial information for each segment for the periods indicated:
December 31, 2023December 31, 2022
(dollars in thousands; unaudited)Community BankCCBXTreasury & AdministrationConsolidatedCommunity BankCCBXTreasury & AdministrationConsolidated
Assets
Cash and due from banks$4,702 $9,601 $468,825 $483,128 $4,603 $12,899 $324,637 $342,139 
Intrabank asset$— $653,178 $(653,178)$— $— $254,096 $(254,096)$— 
Securities— — 150,364 150,364 — — 98,353 98,353 
Loans held for sale— — — — — — — — 
Total loans receivable1,830,154 1,195,938 — 3,026,092 1,614,752 1,012,504 — 2,627,256 
Allowance for credit losses(21,595)(95,363)— (116,958)(20,636)(53,393)— (74,029)
All other assets30,169 136,931 43,640 210,740 25,508 76,111 49,129 150,748 
Total assets$1,843,430 $1,900,285 $9,651 $3,753,366 $1,624,227 $1,302,217 $218,023 $3,144,467 
Liabilities
Total deposits$1,497,601 $1,862,762 $— $3,360,363 $1,538,218 $1,279,303 $— $2,817,521 
Total borrowings— — 47,734 47,734 — — 47,587 47,587 
Intrabank liability$338,614 $— $(338,614)$— $80,392 $— $(80,392)$— 
All other liabilities7,215 37,523 5,553 50,291 5,617 22,914 7,334 35,865 
Total liabilities$1,843,430 $1,900,285 $(285,327)$3,458,388 $1,624,227 $1,302,217 $(25,471)$2,900,973 
Community bank total assets as of December 31, 2016. For2023 increased $219.2 million, or 13.5%, to $1.84 billion, compared to $1.62 billion as of December 31, 2022. Loans receivable net of deferred fees for the community bank segment increased $215.4 million, or 13.3%, to $1.83 billion as of December 31, 2023, compared to $1.61 billion as of December 31, 2022. The increase in community bank loans receivable is the result of gross loan growth of $216.4 million. Total community bank deposits decreased $40.6 million, or 2.64%, to $1.50 billion, as of December 31, 2023, compared to $1.54 billion as of December 31, 2022. The decrease in community bank deposits was a result of pricing disciplines as some customers sought higher rate products elsewhere. Our cost of deposits for the community bank was 1.57% for the three months ended December 31, 2023. The intrabank liability, which is the difference in total community bank assets and total community bank liabilities, increased $258.2 million, or 321.2%, to $338.6 million at December 31, 2023, compared to $80.4 million at December 31, 2022. This increase is the result of the increase in community bank loans and the decrease in community bank deposits discussed above.
CCBX total assets as of December 31, 2023 increased $598.1 million, or 45.9%, to $1.90 billion, compared to $1.30 billion as of December 31, 2022. During the twelve months ended December 31, 2023, $599.9 million in CCBX loans were transferred to loans held for sale, with $599.9 million in loans sold and no loans remaining in loans held for sale as of December 31, 2023 and December 31, 2022. A portion of these loans were sold at par and a portion were sold with a gain on sale. Pricing is dependent upon the agreement with the partner. The Company sells CCBX loans to manage loan portfolio size by partner and by loan category, with such limits established and documented in the relevant partner agreements. Total CCBX loans receivable increased $183.4 million, or 18.1%, to $1.20 billion as of December 31, 2023, compared to $1.01 billion as of December 31, 2022. The increase in loans receivable is the result of increased activity with CCBX partners. During the quarter ended December 31, 2023, we deliberately reduced our other consumer and other loans portfolio in an effort to optimize loan portfolio and will work to continue growing the CCBX portfolio in future quarters with loans that have lower potential risk of credit deterioration and are more aligned with our long term objectives. CCBX allowance for credit losses increased to $95.4 million as of December 31, 2023, compared to $53.4 million as of December 31, 2022 as a result of increased loss rates and balances on CCBX loans which has increased the allowance calculation/requirement. CCBX partner agreements provide credit enhancements that cover the $144.9
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million in net charge-offs on CCBX loans for the twelve months ended months ended December 31, 2023. Total CCBX deposits increased $583.5 million, or 45.6%, to $1.86 billion, compared to $1.28 billion as of December 31, 2022 as a result of growth within the CCBX relationships. This does not include an additional $69.4 million in CCBX deposits that were transferred off balance sheet to provide for increased FDIC insurance coverage to certain customers. The intrabank asset, which is the difference in total CCBX assets and total CCBX liabilities, increased $399.1 million, or 157.1%, to $653.2 million at December 31, 2023, compared to $254.1 million at December 31, 2022. This increase is the result of the increase in CCBX deposits partially offset by the increase in CCBX loans receivable as discussed above.
Treasury & administration total assets as of December 31, 2023 decreased $208.4 million, or 95.6%, to $9.7 million, compared to $218.0 million as of December 31, 2022. Total securities increased $52.0 million, or 52.9%, to $150.4 million as of December 31, 2023, compared to $98.4 million as of December 31, 2022, as we increased the amount of CRA qualified securities we hold. Total borrowings were $47.7 million as of December 31, 2023 and $47.6 million as of December 31, 2022. The intrabank asset and intrabank liability are part of the transfer pricing process. The treasury & administration segment offsets intrabank asset and/or intrabank liability at the community bank and CCBX segments.
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The following table presents summary financial information for each segment for the periods indicated. The segment structure changed after 2021, therefore some items are reported as “N/A” for the year ended December 31, 2017,2021.
Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands)Community BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotal
INTEREST INCOME AND EXPENSE
Interest income$106,983 $204,458 $18,930 $330,371 $80,544 $102,808 $8,818 $192,170 $76,551 $6,532 N/A$83,083 
Interest income (expense)
   intrabank transfer
(10,404)19,071 (8,667)— 796 4,106 (4,902)— N/AN/AN/A— 
Interest expense17,354 71,646 2,644 91,644 2,896 16,108 1,391 20,395 3,547 99 N/A3,646 
Net interest income79,225 151,883 7,619 238,727 78,444 90,806 2,525 171,775 73,004 6,433 N/A79,437 
Provision for credit
   losses - loans
1,322 182,721 — 184,043 719 78,345 — 79,064 1,275 8,640 N/A9,915 
(Recapture)/Provision for
   unfunded commitments
(211)160 — (51)— — — — — — N/A— 
Net interest income
   after provision
    (recovery)for credit
   losses - loans and
   unfunded
   commitments
78,114 (30,998)7,619 54,735 77,725 12,461 2,525 92,711 71,729 (2,207)N/A69,522 
NONINTEREST INCOME
Deposit service charges
    and fees
3,810 44 — 3,854 3,757 47 — 3,804 3,698 — N/A3,698 
Other income1,165 433 501 2,099 1,411 356 234 2,001 7,015 98 N/A7,113 
BaaS program income— 16,293 — 16,293 — 12,934 — 12,934 — 6,716 N/A6,716 
BaaS indemnification
   income
— 184,929 — 184,929 — 105,945 — 105,945 — 10,591 N/A10,591 
Noninterest income4,975 201,699 501 207,175 5,168 119,282 234 124,684 10,713 17,405 N/A28,118 
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Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands)Community BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotal
NONINTEREST EXPENSE
Salaries and employee
   benefits
24,104 25,159 17,198 66,461 20,476 18,007 13,745 52,228 32,562 4,539 N/A37,101 
Occupancy3,815 339 772 4,926 3,956 317 275 4,548 4,039 89 N/A4,128 
Data processing and
   software licenses
4,521 2,303 1,771 8,595 3,172 1,746 1,569 6,487 4,509 442 N/A4,951 
Legal and professional
   expenses
1,580 9,645 3,578 14,803 213 3,163 3,384 6,760 2,654 479 N/A3,133 
Other expense3,954 6,812 5,161 15,927 5,202 3,026 5,658 13,886 7,783 1,686 N/A9,469 
BaaS loan expense— 86,900 — 86,900 — 53,294 — 53,294 — 2,976 N/A2,976 
BaaS fraud expense— 7,165 — 7,165 — 29,571 — 29,571 — 1,505 N/A1,505 
Total noninterest
   expense
37,974 138,323 28,480 204,777 33,019 109,124 24,631 166,774 51,547 11,716 N/A63,263 
Net income before income
   taxes
$45,115 $32,378 $(20,360)$57,133 $49,874 $22,619 $(21,872)$50,621 $30,895 $3,482 N/A$34,377 
Income taxes9,913 7,116 (4,475)12,554 10,068 4,248 (4,320)9,996 6,638 734 N/A7,372 
Net Income35,202 25,262 (15,885)44,579 39,806 18,371 (17,552)40,625 24,257 2,748 N/A27,005 
Net interest income tax expense totaled $4.7 million, compared to $2.5for the community bank was $79.2 million for the year ended December 31, 2016.2023, an increase of $781,000, or 1.0%, compared to $78.4 million for the year ended December 31, 2022. The increase in net interest income taxis largely due to loan growth and increased interest rates on new and variable rate loans. As a result of the community bank having higher average loans than deposits for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022, intrabank interest expense for 2017 includedthe community bank was $10.4 million for the twelve months ended December 31, 2023, compared to intrabank interest income of $796,000 for the twelve months ended December 31, 2022. Increased interest rates also contributed to the increase in intrabank interest expense. Provision for credit losses - loans for the community bank was $1.3 million in additional expense that resulted fromfor the revaluation of our deferred tax assetsyear ended December 31, 2023, compared to $719,000 for the year ended December 31, 2022, as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act. Excluding the effect of the charge for revaluation of our deferred tax assets, our effective tax ratesloan growth. Net charge-offs to average loans for the yearscommunity bank segment have remained consistently low and were 0.00% and 0.03% for the twelve months ended December 31, 20172023, and 2016, were 33.3%2022, respectively. Noninterest income for the community bank was $5.0 million, for the year ended December 31, 2023, a decrease of $193,000, or 3.7%, compared to $5.2 million for the year ended December 31, 2022. Loan referral fees decreased $127,000 for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022. The recognition of loan referral fees fluctuates in response to market conditions and 32.9%, respectively.   See “Item 6—Selected Financial Data—GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”.

Financial Condition

Our total assetsas a result we may recognize more or less, or may not recognize any, loan referral fees in some periods. Noninterest expenses for the community bank increased $146.3$5.0 million, or 18.2%15.0%, to $952.1$38.0 million as of December 31, 2018, from $805.82023, compared to $33.0 million as of December 31, 2017. Our asset growth in 2018 was primarily2022. The increase is largely due to $111.1increased salaries and employee benefits as a result of growth, higher data processing and software licensing costs related to new reporting software that helps monitor and assess risk and to automate and create efficiencies in reporting, and increased legal and professional fees associated with our infrastructure enhancement projects to improve processing, automate processes, reduce compliance costs, and enhance our data management.

Net interest income for CCBX was $151.9 million for the year ended December 31, 2023, an increase of $61.1 million, or 67.3%, compared to $90.8 million for the year ended December 31, 2022. The increase in net interest income is due largely to loan growth from CCBX relationships. During the year ended December 31, 2023, we sold $599.9 million in higher yielding CCBX loans that have a greater potential for credit deterioration in an effort to optimize our CCBX loan portfolio. The impact of these sales and the changes we are making in an effort to optimize and strengthen the balance sheet are expected to be reflected in our earnings in future periods. We expect
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to see lower net income in the short term with lower loan yields and compressed margins but we will work to continue growing the CCBX portfolio with loans that we believe will strengthen the balance sheet and provide for long term stability and profitability. As a result of having higher average deposits than loans for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022 intrabank interest income for CCBX was $19.1 million for the twelve months ended December 31, 2023, compared to $4.1 million for the twelve months ended December 31, 2022. Increased interest rates also contributed to the increase in intrabank interest income. Provision for credit losses - loans for CCBX was $182.7 million for the year ended December 31, 2023, compared to $78.3 million for the year ended December 31, 2022, as a result of loan growth and a $36.0higher loss rates from CCBX partners. Noninterest income for CCBX was $201.7 million for the year ended December 31, 2023, an increase in cash and cash equivalents, offset by a decrease of $414,000 in investment securities. Our asset growth was primarily funded by $100.3$82.4 million, or 69.1%, compared to $119.3 million for the year ended December 31, 2022, due to an increase of $3.4 million in deposit growth during 2018, plusBaaS fee program income, which was the $33.2result of increased activity with Baas partners, including $101.4 million in equity fromBaaS credit enhancements related to the capital raise. Our total assetsallowance for credit losses, and $22.4 million in BaaS fraud enhancements. Noninterest expenses for CCBX increased $65.2$29.2 million, or 8.8%26.8%, to $805.8$138.3 million as of December 31, 2017, from $740.62023, compared to $109.1 million as of December 31, 2016. Our asset growth2022. The increase in 2017 was primarilynoninterest expense is largely due to $60.7growth from active CCBX relationships resulting in an increase in BaaS loan expense, BaaS fraud expense and increased salaries and benefits, for the twelve months ended December 31, 2023, compared to the twelve months ended December 31, 2022. Also contributing to the increase in noninterest expense is higher legal and professional fees associated with our infrastructure enhancement projects to improve processing, automate processes, reduce compliance costs, and enhance our data management. For more information on the accounting for BaaS income and expenses see the section titled “CCBX – BaaS Reporting Information.”.
Net interest income for treasury & administration was $7.6 million for the twelve months ended December 31, 2023, an increase of $5.1 million, or 201.7%, compared to $2.5 million for the twelve months ended December 31, 2022, as a result of increased interest rates. Noninterest income increase $267,000, or 114.1%, to $501,000 for the twelve months ended December 31, 2023, compared to $234,000 for the twelve months ended December 31, 2022. Noninterest expense increased $3.8 million, or 15.6%, to $28.5 million for the twelve months ended December 31, 2023, compared to $24.6 million for the twelve months ended December 31, 2022, largely as a result of increased salaries and employee benefits and legal and professional fees as a result of growth.
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Financial Condition
Our total assets increased $608.9 million to $3.75 billion, or 19.4% at December 31, 2023, compared to $3.14 billion at December 31, 2022. This increase was largely the result of a $398.8 million increase in loans receivable, combined with a increase of $142.4 million in loan growth, which we funded primarily through growthinterest earning deposits with other banks.
Loans Held For Sale
During the year ended December 31, 2023, $599.9 million in customer deposits.

CCBX loans were transferred to loans held for sale, with $599.9 million in loans sold during the year ended December 31, 2023 and zero remaining in loans held for sale as of December 31, 2023. A portion of these loans were sold at par and a portion were sold with a gain on sale of $253,000.

Loan Portfolio

Our primary source of income is derived through interest earned on loans. A substantial portion of our loan portfolio consists of commercial real estate loans and commercial and industrial loans and real estate loans secured by commercial real estate properties locatedprimarily in the Puget Sound region. Our consumer and other loans also represent a significant portion of our loan portfolio with the growth of our CCBX segment. Our loan portfolio represents the highest yielding component of our earning assets.

As of December 31, 2018,2023, loans receivable totaled $767.9 million,$3.03 billion, an increase of $111.1$398.8 million, or 16.9%15.2%, compared to December 31, 2017. As2022. Total loans receivable is net of December 31, 2017, loans totaled $656.8$7.3 million anin net deferred origination fees. The increase includes CCBX loan growth of $60.7$183.4 million, or 10.2%18.1%, compared to $596.1and community bank loan growth of $216.4 million, as of December 31, 2016. These increases were primarily due to our efforts to increase income by building a diversified loan portfolio while maintaining strong credit quality.

or 13.3%.

Loans as a percentage of deposits were 95.6%90.1% as of December 31, 2018, 93.4%2023, compared to 93.2% as of December 31, 2017, and 91.9% as of December 31, 2016.2022. We areremain focused on serving our communities and markets by growing loans and funding those loans with customer deposits.


The following table summarizes our loan portfolio by type of loan as of the dates indicated:

 

As of December 31, 2018

 

 

As of December 31, 2017

 

(Dollars in thousands)

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Commercial and industrial loans

 

$

90,390

 

 

 

11.8

%

 

$

88,688

 

 

 

13.5

%

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,As of December 31,
202320232022
(dollars in thousands)(dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
PPP loans
PPP loans
PPP loans$3,033 0.1 %$4,699 0.2 %
Capital call lines
All other commercial & industrial loans
Total commercial and industrial loans:
Real estate loans:
Construction, land and land development
Construction, land and land development

Construction, land and land development

 

 

64,045

 

 

 

8.3

 

 

 

41,641

 

 

 

6.3

 

Residential real estate

 

 

94,745

 

 

 

12.3

 

 

 

87,031

 

 

 

13.3

 

Commercial real estate

 

 

515,959

 

 

 

67.1

 

 

 

437,717

 

 

 

66.6

 

Consumer and other loans

 

 

3,584

 

 

 

0.5

 

 

 

2,058

 

 

 

0.3

 

Gross loans receivable

 

 

768,723

 

 

 

100.0

%

 

 

657,135

 

 

 

100.0

%

Gross loans receivable3,033,392 100.0 100.0 %2,633,363 100.0 100.0 %

Net deferred origination fees

 

 

(824

)

 

 

 

 

 

 

(347

)

 

 

 

 

Net deferred origination fees - PPP loans
Net deferred origination fees - all other loans
Net deferred origination fees - all other loans
Net deferred origination fees - all other loans

Loans receivable

 

$

767,899

 

 

 

 

 

 

$

656,788

 

 

 

 

 

Loans receivable
Loans receivable
Loan Yield
Loan Yield
Loan Yield

 

 

As of December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

(Dollars in thousands)

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Commercial and industrial loans

 

$

71,397

 

 

 

12.0

%

 

$

68,347

 

 

 

13.7

%

 

$

51,088

 

 

 

11.8

%

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

55,565

 

 

 

9.3

 

 

 

44,522

 

 

 

8.9

 

 

 

37,397

 

 

 

8.7

 

Residential real estate

 

 

77,361

 

 

 

13.0

 

 

 

82,750

 

 

 

16.5

 

 

 

53,925

 

 

 

12.5

 

Commercial real estate

 

 

391,046

 

 

 

65.5

 

 

 

302,747

 

 

 

60.6

 

 

 

286,698

 

 

 

66.4

 

Consumer and other loans

 

 

1,276

 

 

 

0.2

 

 

 

1,229

 

 

 

0.3

 

 

 

2,638

 

 

 

0.6

 

Gross loans

 

 

596,645

 

 

 

100.0

%

 

 

499,595

 

 

 

100.0

%

 

 

431,746

 

 

 

100.0

%

Net deferred origination fees

 

 

(517

)

 

 

 

 

(409

)

 

 

 

 

(627

)

 

 

Loans

 

$

596,128

 

 

 

 

$

499,186

 

 

 

 

$

431,119

 

 

 

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The following tables detail the loans by segment which are included in the total loan portfolio table above:
Community BankAs of
December 31, 2023December 31, 2022
(dollars in thousands; unaudited)Balance% to TotalBalance% to Total
Commercial and industrial loans:
PPP loans$3,033 0.2 %$4,699 0.3 %
All other commercial & industrial loans146,469 8.0 146,982 9.1 
Real estate loans:
Construction, land and land development loans157,100 8.5 214,055 13.2 
Residential real estate loans225,391 12.3 204,581 12.6 
Commercial real estate loans1,303,533 70.9 1,048,752 64.7 
Consumer and other loans:
Other consumer and other loans1,628 0.1 1,725 0.1 
Gross Community Bank loans receivable1,837,154 100.0 %1,620,794 100.0 %
Net deferred origination fees(7,000)(6,042)
Loans receivable$1,830,154 $1,614,752 
Loan Yield6.20 %5.32 %

CCBXAs of
December 31, 2023December 31, 2022
(dollars in thousands; unaudited)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Capital call lines$87,494 7.3 %$146,029 14.4 %
All other commercial & industrial loans54,298 4.5 14,918 1.5 
Real estate loans:
Residential real estate loans238,035 19.9 244,576 24.2 
Consumer and other loans:
Credit cards505,837 42.3 279,644 27.6 
Other consumer and other loans310,574 26.0 327,402 32.3 
Gross CCBX loans receivable1,196,238 100.0 %1,012,569 100.0 %
Net deferred origination (fees) costs(300)(65)
Loans receivable$1,195,938 $1,012,504 
Loan Yield (1)
16.89 %13.85 %
(1)CCBX yield does not include the impact of BaaS loan expense. BaaS loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. To determine net BaaS loan income earned from CCBX loan relationships, the Company takes BaaS loan interest income and deducts BaaS loan expense to arrive at net BaaS loan income which can be compared to interest income on the Company’s community bank loans. Net BaaS loan income is a non-GAAP measure. See the reconciliation of non-GAAP measures set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” for the impact of BaaS loan expense on CCBX yield.
Commercial and Industrial Loans.Loans. Commercial and industrial loans decreased $21.3 million, or 6.8%, to $291.3 million as of December 31, 2023, from $312.6 million as of December 31, 2022. The decrease in commercial and industrial loans receivable over December 31, 2022 was due to a decrease of $58.5 million in capital call lines and $1.7 million in forgiven and repaid PPP loans partially offset by a $38.9 million increase in other commercial and industrial loans. Included in the commercial and industrial loan balance is $87.5 million and $146.0 million in capital call lines resulting from relationships with our CCBX partners as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, there were $54.3 million in CCBX other commercial loans, compared to $14.9 million at December 31, 2022.
Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and effectively. These loans are primarily made based on the borrower’s ability to service the debt from
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income. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable, inventory or inventory,equipment, and we generally includeobtain personal guarantees.

guarantees on these loans. Commercial and industrial loans increased $1.7includes $48.6 million and $45.1 million in loans to financial institutions as of December 31, 2023, and December 31, 2022, respectively.

Also included in commercial and industrial loans is $3.0 million and $4.7 million in PPP loans as of December 31, 2023, and December 31, 2022, respectively. The impact of PPP loans on the Company’s financial statements has significantly lessened as nearly all of the PPP loans have been paid off and/or forgiven.
Construction, Land and Land Development Loans. Construction, land and land development loans decreased $57.0 million, or 1.9%26.6%, to $90.4$157.1 million as of December 31, 2018,2023, from $88.7$214.1 million as of December 31, 2017.2022. The $1.7 million increasedecrease is the result of more than $31.1 million in new loans, net of $29.4 million in principal reductions and payoffs.  Commercial and industrial loans increased $17.3 million, or 24.2%, to $88.7 million as of December 31, 2017, from $71.4 million as of December 31, 2016. The increase was due,attributed in part to our diversification strategy, which includes sourcing loans from strong markets with good returnsthe completion of projects related to these community bank loans.
Unfunded loan commitments for construction, land and risk characteristics to supplement growth in our existing markets. In 2017, we purchased $9.9 million of high-quality medical equipment loans made to doctors. Theland development loans were individually underwritten$113.5 million at December 31, 2023, compared to the Bank’s standards before being funded. We may purchase additional loans of various types$142.5 million at December 31, 2022. Although we have seen a strong commercial and residential real estate market in the future to supportPuget Sound region in 2023, the diversification of our loan portfolioeconomic environment is continuously changing and to invest excess liquidity. We may consider additional purchases of medical equipment loans after we assessis impacted by GDP, unemployment, inflation, higher interest rates, global unrest, the performance of our initial purchase of these loans.

Construction, Landwar in Ukraine, conflicts in the Middle East, the political environment and Land Development Loans.trade issues that have resulted in some economic uncertainty and slowing in construction lending.

Construction, land and land development loans are comprised of loans to fund construction, land acquisition and land development construction. The properties securing these loans are primarily located in the Puget Sound region and are comprised of both residential and commercial properties, including owner occupied properties and investor properties.


Construction, land and land development loans increased $22.4 million, or 53.8%, to $64.0 million as As of December 31, 2018, from $41.6 million as of December 31, 2017. The increase was primarily due to favorable economic conditions for building in our market area. Unfunded loan commitments for2023, construction, land and land development loans increased as of December 31, 2018.  We had a number ofincluded $81.5 million in commercial construction loans, that have been approved, primarily for$7.9 million in undeveloped land loans, $34.2 million in residential projects, where the contractor/developer had not requested the funds, resultingconstruction loans and $33.5 million in our unfunded construction and development commitments to grow to $63.4 million at December 31, 2018, from $30.8 million at December 31, 2017. Construction, land and land development loans decreased $14.0 million, or 25.2%, to $41.6 million as of December 31, 2017, from $55.6 million as of December 31, 2016, as the robust real estate market in the Puget Sound region resulted in newly constructed homes selling quickly, enabling builders to repay their loans more quickly. Unfunded loan commitments forother construction, land and land development loans, compared to $100.7 million in commercial construction loans, $44.6 million in undeveloped land loans, $32.9 million in residential construction loans and $35.9 million in other construction, land and land development loans as of December 31, 2022.

Residential Real Estate Loans. Our one-to-four family residential real estate loans increased $14.3 million, or 3.2%, to $30.8$463.4 million as of December 31, 2023, from $449.2 million as of December 31, 2022 due to an increase of $20.8 million in community bank loans partially offset by a decrease of $6.5 million in CCBX loans.
As of December 31, 2023, there were $238.0 million in CCBX home equity loans included in residential real estate, compared to $244.6 million at December 31, 2017, from $18.9 million at December 31, 2016. Because2022. These home equity lines of the strongcredit are secured by residential real estate marketand are accessed by using a credit card. We sold $321.5 million in CCBX residential real estate loans during the Puget Sound region, we expect to see construction and development loans continue to pay off more quickly thanyear ended December 31, 2023.
In the past, we have experienced historically.

Residential Real Estate Loans. We originate one-to-four family adjustable rate mortgage loans for our own loan portfolio and as a mortgage broker for mortgage lenders. Loans that we originate as a broker are not funded by us and do not appear on our balance sheet. From time to time, we purchasepurchased residential mortgages originated bythrough other financial institutions to hold for investment with the intent to diversifyfor purposes of diversifying our residential mortgage loan portfolio, meetmeeting certain regulatory requirements and increaseincreasing our interest income. We last purchased residential mortgage loans in 2018. As of December 31, 2018,2023 and December 31, 2022, we held $8.1 million and $9.4 million, respectively, in purchased residential real estate mortgage loans. These loans totaled $38.8 million. We also makepurchased typically have a fixed rate with a term of 15 to 30 years and are collateralized by one-to-four family residential real estate. We have a defined set of credit guidelines that we use when evaluating these loans. Although purchased loans were originated and underwritten by another institution, our mortgage, credit, and compliance departments conduct an independent review of each underlying loan that includes re-underwriting each of these loans to investors to finance their rental propertiesour credit and to business owners to secure their business loans. As of December 31, 2018,compliance standards.

Like our commercial real estate loans, our residential real estate loans madeare secured by real estate, the value of which may fluctuate significantly over a short period of time as a result of market conditions in the area in which the real estate is located. Adverse developments affecting real estate values in our market areas could therefore increase the credit risk associated with these loans, impair the value of property pledged as collateral on loans, and affect our ability to investors and business owners totaled $34.1 million. In addition, we originate home equity lines of credit and home equity term loans for our portfolio.

Our residentialsell the collateral upon foreclosure without a loss or additional losses.

Commercial Real Estate Loans. Commercial real estate loans increased $7.7$254.8 million, or 8.9%24.3%, to $94.7 million$1.30 billion as of December 31, 2018,2023, from $87.0 million$1.05 billion as of December 31, 2017. Our residential loans increased $9.6 million, or 12.4%, to $87.0 million as2022.
81

Table of December 31, 2017, from $77.4 million as of December 31, 2016. TheContents
These increases, were primarily a resultwhich occurred across the various segments of our diversification strategy to supplement existing loan growth with purchased loans individually underwrittenportfolio, were due to our credit standards. Most ofcommitment to continue growing the one-to-four family loans that we purchase are from other lendersportfolio in the Puget Sound region orregion. We actively seek commercial real estate loans in California.

Commercial Real Estate Loans.our markets and our lenders are experienced in competing for these loans and managing these relationships.

We make commercial mortgage loans collateralized by owner-occupied and non-owner-occupied real estate, as well as multi-family residential loans. The real estate securing our existing commercial real estate loans includes a wide variety of property types, such as manufacturing and processing facilities, business parks, warehouses, retail centers, convenience stores, and gas stations, hotels and motels, office buildings, mixed-use residential and commercial, and other properties. We originate both fixed- and adjustable-rate loans with terms up to 20 years. Fixed-rate loans typically amortize over a 10 to 25 year period with balloon payments due at the end of five to ten years. Adjustable-rate loans are generally based on the prime rate and adjust with the prime rate or are based on term equivalent FHLB rates. At December 31, 2023, approximately 33.6% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 67.1%43.0% of our loan portfolio at December 31, 2018, and are our largest source2023. As of revenue.

CommercialDecember 31, 2023, we held $43.0 million in purchased commercial real estate loans, compared to $42.4 million at December 31, 2022. Our credit administration team has substantial experience in underwriting, managing, monitoring and working out commercial real estate loans, and remains diligent in communicating and proactively working with borrowers to help mitigate potential credit deterioration.

Consumer and Other Loans. Consumer and other loans increased $78.3$209.3 million, or 17.9%34.4%, to $516.0$818.0 million, from $608.8 million as of December 31, 2018, from $437.72022, as a result of growth in CCBX loans originated through our partners. We sold $278.4 million in CCBX consumer and other loans during the year ended December 31, 2023. We intentionally reduced the CCBX portfolio in an effort to optimize and strengthen our balance sheet and expect that additional loans will be sold in the coming months as we continue working to optimize our balance sheet. We will continue growing our CCBX portfolio with loans that we believe are lower risk and more aligned with our long term portfolio and profitability objectives.
CCBX consumer loans totaled $816.4 million as of December 31, 2017. Commercial real estate2023, compared to $607.0 million at December 31, 2022. CCBX consumer loans increased $46.7 million, or 11.9%, to $437.7include installment loans, credit cards, lines of credit and other loans. Our community bank consumer and other loans totaled $1.6 million as of December 31, 2017, from $391.02023, compared to $1.7 million as ofat December 31, 2016. These increases, which occurred across the various segments of our portfolio, were due to our commitment to grow this portfolio in the Puget Sound region. We actively seek commercial real estate loans in our markets2022 and our lenders are experienced in competing for these loans.

Consumer and Other Loans. Our consumer and other loans are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans. Consumer and other loansincreased$1.5 million, or 71.4%, to $3.6 million as of December 31, 2018, from $2.1 million as of December 31, 2017. Consumer and other loans increased $782,000, or 61.3%, to $2.1 million as of December 31, 2017, from $1.3 million as of December 31, 2016. The increases in these loans were primarily a result of strong consumer confidence and economic strength in the Puget Sound region.


Contractual Maturity Ranges. The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with fixed and floating interest rates in each maturity range as of date indicated are summarized in the following tables:

 

 

As of December 31, 2018

 

 

 

 

 

 

 

Due after One

 

 

 

 

 

 

 

 

 

 

 

Due in One

 

 

Year Through

 

 

Due after

 

 

Gross

 

(Dollars in thousands)

 

Year or Less

 

 

Five Years

 

 

Five Years

 

 

Loans

 

Commercial and industrial loans

 

$

27,808

 

 

$

46,716

 

 

$

15,866

 

 

$

90,390

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

35,582

 

 

 

21,471

 

 

 

6,992

 

 

 

64,045

 

Residential

 

 

13,338

 

 

 

22,409

 

 

 

58,998

 

 

 

94,745

 

Commercial real estate

 

 

25,978

 

 

 

188,409

 

 

 

301,572

 

 

 

515,959

 

Consumer and other

 

 

1,672

 

 

 

1,616

 

 

 

296

 

 

 

3,584

 

Total

 

$

104,378

 

 

$

280,621

 

 

$

383,724

 

 

$

768,723

 

As of December 31, 2023
(dollars in thousands)Due in One
Year or Less
Due after One
Year Through
Five Years
Due after Five
Years Through
Fifteen Years
Due After
Fifteen Years
Gross
Loans
Commercial and industrial loans:
PPP loans$— $3,033 $— $— $3,033 
All other commercial and industrial loans125,424 87,622 75,131 84 288,261 
Real estate loans:
Construction, land and land development loans106,271 17,308 33,352 169 157,100 
Residential real estate loans77,080 227,347 114,693 44,306 463,426 
Commercial real estate loans35,964 403,354 751,238 112,977 1,303,533 
Consumer and other loans73,888 695,021 46,593 2,537 818,039 
Total$418,627 $1,433,685 $1,021,007 $160,073 $3,033,392 

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The following table sets forth all loans at December 31, 2018,2023, that are due after December 31, 2019,2024, and have either fixed interest rates or floating or adjustable interest rates:

 

 

 

 

 

 

Floating or

 

 

 

 

 

(Dollars in thousands)

 

Fixed Rates

 

 

Adjustable

Rates

 

 

Total

 

Commercial and industrial loans

 

$

44,910

 

 

$

17,672

 

 

$

62,582

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

13,244

 

 

 

15,219

 

 

 

28,463

 

Residential

 

 

17,736

 

 

 

63,671

 

 

 

81,407

 

Commercial real estate

 

 

190,577

 

 

 

299,404

 

 

 

489,981

 

Consumer and other

 

 

1,744

 

 

 

168

 

 

 

1,912

 

Total

 

$

268,211

 

 

$

396,134

 

 

$

664,345

 

(dollars in thousands)Fixed Rates
Floating or
Adjustable
Rates
Total
Commercial and industrial loans:
PPP loans3,033 $— $3,033 
All other commercial and industrial loans104,166 58,671 162,837 
Real estate loans:
Construction, land and land development loans13,244 37,585 50,829 
Residential real estate loans66,593 319,753 386,346 
Commercial real estate loans414,342 853,227 1,267,569 
Consumer and other loans242,729 501,422 744,151 
Total$844,107 $1,770,658 $2,614,765 

Industry Exposure and Categories of Loans
We have a diversified loan portfolio, representing a wide variety of industries. Our major categories of loans are commercial real estate, consumer and other loans, residential real estate, commercial and industrial, and construction, land and land development loans. Together they represent $3.03 billion in outstanding loan balances. When combined with $2.34 billion in unused commitments the total of these categories is $5.38 billion. However, total exposure on CCBX loans is subject to portfolio and partner maximum limits. See "Material Cash Requirements and Capital Resources" for maximum limits on CCBX loans by category.
The following table summarizes our exposure by industry for our commercial real estate portfolio as of December 31, 2023:
(dollars in thousands)Outstanding BalanceAvailable Loan CommitmentsTotal Outstanding Balance & Available Commitment
% of Total Loans
(Outstanding Balance &
Available Commitment)
Average Loan BalanceNumber of Loans
Community bank commercial real estate loans
Apartments$356,046 $10,783 $366,829 6.8 %$3,359 106
Hotel/Motel172,437 2,345 174,782 3.2 6,387 27
Convenience Store132,007 1,086 133,093 2.5 2,164 61
Warehouse114,572 2,166 116,738 2.2 1,975 58
Retail101,688 719 102,407 1.9 987 103
Mixed use93,850 3,475 97,325 1.8 1,079 87
Office89,007 3,447 92,454 1.7 989 90
Mini Storage65,731 23,979 89,710 1.7 3,130 21
Strip Mall44,590 — 44,590 0.8 6,370 7
Manufacturing37,946 1,514 39,460 0.7 1,186 32
Groups < 0.70% of total95,659 4,775 100,434 1.9 1,139 84
Total$1,303,533 $54,289 $1,357,822 25.2 %$1,928 676
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As illustrated in the table below, our CCBX partners originate a large number of mostly smaller dollar loans, resulting in an average consumer loan balance of just $1,200.
The following table summarizes our exposure by category for our consumer and other loan portfolio as of December 31, 2023:
(dollars in thousands)Outstanding BalanceAvailable Loan Commitments
Total Outstanding Balance & Available Commitment (1)
% of Total Loans
(Outstanding Balance &
Available Commitment)
Average Loan BalanceNumber of Loans
CCBX consumer loans
Credit cards$505,837 $1,014,959 $1,520,796 28.3 %$1.6 308,955
Installment loans302,241 134 302,375 5.6 1.1 266,203
Lines of credit5,788 63 5,851 0.1 0.1 102,805
Other loans2,545 — 2,545 0.1 0.2 10,993
Community bank consumer loans
Installment loans1,151 — 1,151 0.0 57.6 20
Lines of credit147 582 729 0.0 3.5 42
Other loans330 — 330 0.0 1.1 314
Total$818,039 $1,015,738 $1,833,777 34.1 %$1.2 689,332
(1)Total exposure on CCBX loans is subject to portfolio maximum limits. See "Material Cash Requirements and Capital Resources" for maximum limits on CCBX loans by category.
The following table summarizes our exposure by category for our residential real estate portfolio as of December 31, 2023:
(dollars in thousands)Outstanding BalanceAvailable Loan Commitments
Total Exposure (1)
% of Total Loans
(Outstanding Balance &
Available Commitment)
Average Loan BalanceNumber of Loans
CCBX residential real estate loans
Home equity line of credit$238,035 $418,761 $656,796 12.2 %$24 9,792
Community bank residential real estate loans
Closed end, secured by first liens192,805 3,268 196,073 3.7 610 316
Home equity line of credit23,049 42,048 65,097 1.2 106 217
Closed end, second liens9,537 1,810 11,347 0.2 281 34
Total$463,426 $465,887 $929,313 17.3 %$45 10,359
(1)Total exposure on CCBX loans is subject to portfolio maximum limits. See "Material Cash Requirements and Capital Resources" for maximum limits on CCBX loans by category.
84

Table of Contents
The following table summarizes our concentration by industry for our commercial and industrial loan portfolio as of December 31, 2023:
(dollars in thousands)Outstanding BalanceAvailable Loan Commitments
Total Outstanding Balance & Available Commitment (1)
% of Total Loans
(Outstanding Balance &
Available Commitment)
Average Loan BalanceNumber of Loans
Capital Call Lines$87,494 $608,837 $696,331 12.9 %$537 163
Construction/Contractor Services24,360 31,020 55,380 1.0 129 189
Retail52,208 1,842 54,050 1.0 18 2,887
Financial Institutions48,648 — 48,648 0.9 4,054 12
Medical / Dental / Other Care20,732 3,852 24,584 0.5 942 22
Manufacturing8,022 3,967 11,989 0.2 187 43
Groups < 0.20% of total49,830 45,453 95,283 1.8 67 744
Total$291,294 $694,971 $986,265 18.3 %$72 4,060
(1)Total exposure on CCBX loans is subject to portfolio maximum limits. See "Material Cash Requirements and Capital Resources" for maximum limits on CCBX loans by category.
The following table details our concentration by category for our construction, land and land development loan portfolio as of December 31, 2023:
(dollars in thousands)Outstanding BalanceAvailable Loan CommitmentsTotal Outstanding Balance & Available Commitment
% of Total Loans
(Outstanding Balance &
Available Commitment)
Average Loan BalanceNumber of Loans
Community bank construction, land and land development loans
Commercial construction$81,489 $85,584 $167,073 3.1 %$5,433 15
Residential construction34,213 16,687 50,900 1.0 1,711 20
Undeveloped land loans7,890 4,391 12,281 0.2 564 14
Developed land loans20,515 2,734 23,249 0.4 789 26
Land development12,993 4,138 17,131 0.3 866 15
Total$157,100 $113,534 $270,634 5.0 %$1,746 90
85

Table of Contents
Nonperforming Assets

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by applicable regulations. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. In general, we place loans on nonaccrual status when they become 90 days past due. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. Installment (closed end) consumer loans and revolving (open-ended loans, such as credit cards) originated through CCBX partners continue to accrue interest until they are charged-off at 120 days past due for installment loans (primarily unsecured loans to consumers) and 180 days past due for revolving loans (primarily credit cards). These consumer loans are reported out as substandard loans, 90+ days past due and still accruing. As a result of the type of loans (primarily consumer loans) originated through our CCBX partners, we anticipate that balances 90 days past due or more and still accruing will increase as those loans grow.
When loans are placed on nonaccrual status, all unpaid accrued interest is reversed from income and all interest accruals are stopped. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal balance. Loans are returned to accrual status if we believe that all remaining principal and interest is fully collectible and there has been at least six months of sustained repayment performance since the loan was placed on nonaccrual status.

We define nonperforming loans as loans on nonaccrual status and accruing loans 90 days or more past due. Nonperforming assets also include other real estate owned and repossessed assets.

We believe our conservative lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have several procedures in place to assist us in maintaining the overall credit quality of our loan portfolio. We have established underwriting guidelines, concentration limits and we also monitor our delinquency levels for any negative or adverse trends. We actively manage problem assets to reduce our risk for loss.


We had $1.8$53.8 million in nonperforming assets including performing troubled debt restructurings, or TDRs, as of December 31, 2018,2023, compared to $2.1$33.2 million as of December 31, 2017,2022. This includes $46.5 million in CCBX loans more than 90 days past due and still accruing interest as of which thereDecember 31, 2023, compared to $26.1 million at December 31, 2022. All of our nonperforming assets were $1.8 million in nonperforming loans as of December 31, 2018,2023 and December 31, 2022. Our nonperforming loans to loans receivable ratio was 1.78% at December 31, 2023, compared to $2.1 million as of1.26% at December 31, 2017.2022. The decreaseincrease in nonperforming assets was due to a $20.4 million increase in CCBX partner loans that are 90 days or more past due and still accruing interest. Additionally, community bank nonaccrual loans increased $235,000 during the result of two of our nonperforming loans paying off. We had $2.1 million in nonperforming assets, including performing TDRs, as oftwelve months ended December 31, 2017, compared2023 to $8.2$7.3 million and includes a multifamily loan for $6.9 million which we believe is well secured.
Our community bank credit quality remains strong, as demonstrated by the low level of community bank charge-offs and nonperforming loan balance for the year ended December 31, 2016,2023. CCBX loans have a higher level of expected losses than our community bank loans, which is reflected in the factors for the allowance for credit losses. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by indemnifying or reimbursing incurred losses, when accruing consumer loans originated through CCBX partners are charged-off at 120 days past due for installment loans (primarily unsecured loans to consumers) and we had $2.1 million in nonperforming180 days past due for revolving loans as(primarily credit cards).
86

Table of December 31, 2017, compared to $1.6 million as of December 31, 2016. The decrease in nonperforming assets was the result of the sale of our remaining real estate owned property and the payoff of a TDR in 2017.

Contents

The following table presents information regarding community bank and CCBX nonperforming assets at the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

As of

 

 

As of

 

 

As of

 

 

As of

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

   loans

 

$

493

 

 

$

372

 

 

$

28

 

 

$

1,297

 

 

$

59

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and

   land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

72

 

 

 

88

 

 

 

98

 

 

 

 

 

 

 

Commercial real estate

 

 

1,261

 

 

 

1,660

 

 

 

1,363

 

 

 

1,409

 

 

 

1,462

 

Consumer and other loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total nonaccrual loans

 

$

1,826

 

 

$

2,120

 

 

$

1,489

 

 

$

2,706

 

 

$

1,521

 

Accruing loans past due

   90 days or more:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

   loans

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land

   development

 

 

 

 

 

 

 

 

122

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total accruing loans past due

   90 days or more

 

$

 

 

$

 

 

$

122

 

 

$

 

 

$

 

Total nonperforming

   loans

 

$

1,826

 

 

$

2,120

 

 

$

1,611

 

 

$

2,706

 

 

$

1,521

 

Real estate owned

 

 

 

 

 

 

 

 

1,297

 

 

 

1,231

 

 

 

3,059

 

Repossessed assets

 

 

 

 

 

 

 

 

 

 

 

100

 

 

 

350

 

Troubled debt restructurings,

   accruing

 

 

 

 

 

 

 

 

5,326

 

 

 

5,416

 

 

 

5,467

 

Total nonperforming assets

 

$

1,826

 

 

$

2,120

 

 

$

8,234

 

 

$

9,453

 

 

$

10,397

 

Total nonperforming loans to

   loans receivable

 

 

0.24

%

 

 

0.32

%

 

 

0.27

%

 

 

0.54

%

 

 

0.35

%

Total nonperforming assets

   to total assets

 

 

0.19

%

 

 

0.26

%

 

 

1.11

%

 

 

1.52

%

 

 

1.90

%

(dollars in thousands)As of December 31, 2023As of December 31, 2022
Nonaccrual loans:
Commercial and industrial loans$— $113 
Real estate loans:
Construction, land and land development— 66 
Residential real estate170 — 
Commercial real estate7,145 6,901 
Total nonaccrual loans7,315 7,080 
Accruing loans past due 90 days or more:
Commercial & industrial loans2,086 404 
Real estate loans:
Residential real estate loans1,115 876 
Consumer and other loans:
Credit cards34,835 10,570 
Other consumer and other loans8,488 14,245 
Total accruing loans past due 90 days or more46,524 26,095 
Total nonperforming loans53,839 33,175 
Real estate owned— — 
Repossessed assets— — 
Modified loans for borrowers experiencing financial difficulty— — 
Total nonperforming assets$53,839 $33,175 
Total nonaccrual loans to loans receivable0.24 %0.27 %
Total nonperforming loans to loans receivable1.78 %1.26 %
Total nonperforming assets to total assets1.43 %1.06 %

Potential Problem Loans

From a credit risk standpoint, we classify loans in one

87

Table of five categories: pass, other loans especially mentioned, substandard, doubtful or loss. WithinContents
The following tables detail the pass category, we classify loans into one of the following five subcategories based on perceived credit risk, including repayment capacitycommunity bank and collateral security: minimal risk; low risk; modest risk; average risk; and acceptable risk. The classifications of loans reflect a judgment about the risks of default and loss given default. We review the risk ratings of our credits on an annual basis, or more frequently if circumstances warrant. Risk ratingsCCBX nonperforming assets which are adjusted to reflect the degree of risk and loss that is believed to be inherent in each credit as of each monthly reporting period. Our methodology is structured so that specific reserve allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).


Credits rated as other loans especially mentioned show clear signs of financial weaknesses or deterioration in creditworthiness; however, such concerns are not so pronounced that we generally expect to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.

Credits rated as substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknessesincluded in the collateral for the loan. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

Credits rated as doubtful have weaknesses of substandardtotal nonperforming assets that are sufficient to make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.

Credits rated as loss are charged-off. We have no expectation of the recovery of any payments in respect of credits rated as loss.

The following table summarizes the internal ratings of our loans as of the dates indicated:

 

 

As of December 31, 2018

 

 

 

Pass

 

 

Other

Loans

Especially

Mentioned

 

 

Sub-

Standard

 

 

Doubtful

 

 

Total

 

 

 

(dollars in thousands)

 

Commercial and industrial loans

 

$

84,859

 

 

$

3,908

 

 

$

1,623

 

 

$

 

 

$

90,390

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land, and land development

 

 

55,666

 

 

 

8,379

 

 

 

 

 

 

 

 

 

64,045

 

Residential real estate

 

 

94,548

 

 

 

125

 

 

 

72

 

 

 

 

 

 

94,745

 

Commercial real estate

 

 

512,151

 

 

 

2,547

 

 

 

1,261

 

 

 

 

 

 

515,959

 

Consumer and other loans

 

 

3,584

 

 

 

 

 

 

 

 

 

 

 

 

3,584

 

 

 

$

750,808

 

 

$

14,959

 

 

$

2,956

 

 

$

 

 

 

768,723

 

Less net deferred origination fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(824

)

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

767,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

 

 

 

Pass

 

 

Other

Loans

Especially

Mentioned

 

 

Sub-

Standard

 

 

Doubtful

 

 

Total

 

 

 

(dollars in thousands)

 

Commercial and industrial loans

 

$

87,247

 

 

$

376

 

 

$

902

 

 

$

163

 

 

$

88,688

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land, and land development

 

 

39,081

 

 

 

2,560

 

 

 

 

 

 

 

 

 

41,641

 

Residential real estate

 

 

86,464

 

 

 

479

 

 

 

88

 

 

 

 

 

 

87,031

 

Commercial real estate

 

 

434,421

 

 

 

1,636

 

 

 

1,315

 

 

 

345

 

 

 

437,717

 

Consumer and other loans

 

 

2,058

 

 

 

 

 

 

 

 

 

 

 

 

2,058

 

 

 

$

649,271

 

 

$

5,051

 

 

$

2,305

 

 

$

508

 

 

 

657,135

 

Less net deferred origination fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(347

)

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

656,788

 


Allowance for Loan Losses

We maintain an allowance for loan losses that represents management’s best estimate of the loan losses and risks inherent in our loan portfolio. The amount of the allowance for loan losses should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of our loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, and current economic factors. See “—Critical Accounting Policies—Allowance for Loan Losses.”

In connection with the review of our loan portfolio, we consider risk elements applicable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include:

for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, professional or agricultural enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;

above.

for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan-to-value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;

Community BankAs of
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
Nonaccrual loans:
Commercial and industrial loans$— $113 
Real estate:
Construction, land and land development— 66 
Residential real estate170 — 
Commercial real estate7,145 6,901 
Total nonaccrual loans7,315 7,080 
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more— — 
Total nonperforming loans7,315 7,080 
Other real estate owned— — 
Repossessed assets— — 
Total nonperforming assets$7,315 $7,080 
Total nonperforming community bank loans to total loans receivable0.24 %0.27 %

for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt-to-income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral; and

CCBXAs of
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
Nonaccrual loans$— $— 
Accruing loans past due 90 days or more:
Commercial & industrial loans2,086 404 
Real estate loans:
Residential real estate loans1,115 876 
Consumer and other loans:
Credit cards34,835 10,570 
Other consumer and other loans8,488 14,245 
Total accruing loans past due 90 days or more46,524 26,095 
Total nonperforming loans46,524 26,095 
Other real estate owned— — 
Repossessed assets— — 
Total nonperforming assets$46,524 $26,095 
Total nonperforming CCBX loans to total loans receivable1.54 %0.99 %

for construction, land and land development loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan-to-value ratio.

As of December 31, 2018,2023, $44.3 million of the $46.5 million in nonperforming CCBX loans were covered by CCBX partner credit enhancements. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by indemnifying or reimbursing incurred losses. Under the agreement, the CCBX partner will indemnify or reimburse the Bank for its loss/charge-off on these loans.

Allowance for Credit Losses - Loans
The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans in the pool and whether it needs to evaluate the allowance on an individual basis. The Bank must estimate expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. In estimating the life of the loan, the Bank
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Table of Contents
cannot extend the contractual term of the loan for expected extensions, renewals, and modifications, unless the extension or renewal options are included in the contract at the reporting date and are not unconditionally cancellable by the Bank. Because expected credit losses are estimated over the contractual life adjusted for estimated prepayments, determination of the life of the loan may significantly affect the ACL. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit.
Community Bank Portfolio: The ACL calculation is derived for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions. In addition, the Company incorporates a reasonable and supportable forecast.
CCBX Portfolio: The Bank calculates the ACL on loans on an aggregate basis based on each partner and product level, segmenting the risk inherent in the CCBX portfolio based on qualitative and quantitative trends in the portfolio.
Also included in the ACL are qualitative reserves to cover losses that are expected, but in the Company’s assessment may not be adequately represented in the quantitative method. For example, factors that the Company considers include environmental business conditions, borrower’s financial condition, credit rating and the volume and severity of past due loans and non-accrual loans. Based on this analysis, the Company records a provision for credit losses - loans to maintain the allowance at appropriate levels.
As of December 31, 2023, the allowance for credit losses totaled $117.0 million, or 3.86% of total loans. As of December 31, 2022, the allowance for loan losses totaled $9.4$74.0 million, or 1.23%2.82% of total loans. OurEffective January 1, 2023 the Company implemented the CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, economic outlook, and other key methodology assumptions versus the incurred loss model, which is what we were previously using. As a result of implementing CECL, there was a one-time adjustment to the 2023 opening allowance balance of $3.9 million. The day one CECL adjustment for community bank loans included a reduction of $310,000 to the community bank allowance driven by the reversal of the unallocated balance and a reduction of $340,000 related to the community bank unfunded commitment reserve also driven by the reversal of the unallocated balance. This was offset by an increase to the CCBX allowance for loan$4.2 million. With the mirror image approach accounting related to the contingent credit enhancement asset for CCBX partner loans, there was a CECL day one increase to the indemnification asset in the amount of $4.5 million. Net, the day one impact to retained earnings for the Bank’s transition to CECL was an increase of $954,000, excluding the impact of income taxes.
The increase in the Company’s allowance for credit losses as offor the year ended December 31, 2018, increased by $1.4 million, or 17.5%,2023 compared to December 31, 2017, primarily due2022, is largely related to growth in our loan portfolio, both organic and through purchasedthe provision for CCBX partner loans. As ofDuring the year ended December 31, 2017,2023, a $182.7 million provision for credit losses - loans was recorded for CCBX partner loans based on management’s analysis. The factors used in management’s analysis for community bank credit losses indicated that a provision for credit losses - loans of $1.3 million was needed for the year ended December 31, 2023. . The economic environment is continuously changing with the GDP, inflation, higher interest rates, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment, including a potential shutdown of the U.S. government, and trade issues that have resulted in some economic uncertainty. As described above, CCBX loans have a higher level of expected losses than our community bank loans, which is reflected in the factors for the allowance for loancredit losses.
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Table of Contents
Agreements with our CCBX partners provide for a credit enhancement provided by the partner which protects the Bank by indemnifying and/or reimbursing incurred losses. In accordance with accounting guidance, we estimate and record a provision for expected losses totaled $8.0 million,for these CCBX loans and reclassified negative deposit accounts. When the provision for credit losses - loans and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancements) in recognition of the CCBX partner's legal commitment to indemnify or 1.22%reimburse losses. The credit enhancement asset is relieved as credit enhancement payments and recoveries are received from the CCBX partner or taken from the partner's cash reserve account. BaaS fraud includes noncredit fraud losses on loans and deposits originated through partners. Agreements with our CCBX partners also provide protection to the Bank from fraud by indemnifying and/or reimbursing incurred fraud losses. Fraud losses are recorded when incurred as losses in noninterest expense, and the enhancement received from the CCBX partner is recorded in noninterest income, resulting in a net impact of total loans. Our allowancezero to the income statement. CCBX partners also pledge a cash reserve account at the Bank which the Bank can collect from when losses occur. That account is then replenished by the partner on a regular interval. Although agreements with our CCBX partners provide for loancredit enhancements that provide protection to the Bank from credit and fraud losses by indemnifying or reimbursing incurred credit and fraud losses, if our partner is unable to fulfill its contracted obligations to replenish its cash reserve account then the Bank would be exposed to additional losses, as a result of December 31, 2017, increased by $473,000, or 6.3%, compared to December 31, 2016, primarily duethis counterparty risk. If a CCBX partner does not replenish its cash reserve account then the Bank can declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would write-off any remaining credit enhancement asset from the CCBX partner but would retain the full yield and any fee income on the loan portfolio going forward, and BaaS loan expense would decrease once default occurred and payments to the organic growthCCBX partner were stopped.
90

Table of our loan portfolio. AsContents
The following table presents, as of December 31, 2016and for the allowance for loan losses totaled $7.5 million, or 1.25% of total loans.

periods indicated, net charge-off information by segment:

Year Ended
December 31, 2023December 31, 2022
(dollars in thousands; unaudited)Community BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$64 $151,933 $151,997 $428 $33,321 $33,749 
Gross recoveries(12)(7,019)(7,031)(46)(36)(82)
Net charge-offs$52 $144,914 $144,966 $382 $33,285 $33,667 
Net charge-offs to
   average loans
0.00 %11.97 %4.94 %0.03 %4.48 %1.49 %

Year Ended
December 31, 2021
(dollars in thousands; unaudited)Community BankCCBXTotal
Gross charge-offs$255 $385 $640 
Gross recoveries(83)(12)(95)
Net charge-offs$172 $373 $545 
Net charge-offs to average loans0.01 %0.25 %0.03 %
The following tables present, as of and for the periods indicated, an analysis of the allowance for loancredit losses and other related data:

 

As of or for the Year Ended December 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

As of or for the Year Ended December 31,As of or for the Year Ended December 31,
(dollars in thousands; unaudited)(dollars in thousands; unaudited)202320222021

Allowance at beginning of period

 

$

8,017

 

 

$

7,544

 

 

$

5,989

 

 

$

5,557

 

 

$

4,268

 

Provision for loan losses

 

 

1,826

 

 

 

870

 

 

 

1,919

 

 

 

941

 

 

 

1,690

 

Impact of adopting CECL (ASC 326)
Provision for credit losses

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

 

408

 

 

 

81

 

 

 

128

 

 

 

637

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

Residential

 

 

 

 

 

 

 

 

79

 

 

 

25

 

 

 

280

 

Commercial real estate

 

 

84

 

 

 

408

 

 

 

150

 

 

 

 

 

 

200

 

Commercial and industrial loans
Commercial and industrial loans
Residential real estate

Consumer and other

 

 

27

 

 

 

11

 

 

 

10

 

 

 

3

 

 

 

3

 

Total charge-offs

 

$

519

 

 

$

500

 

 

$

367

 

 

$

665

 

 

$

498

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

4

 

 

$

3

 

 

$

2

 

 

$

7

 

 

$

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

 

 

 

95

 

 

 

 

 

 

 

 

 

15

 

Residential

 

 

65

 

 

 

 

 

 

 

 

 

141

 

 

 

77

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

8

 

 

 

 

Commercial and industrial loans
Commercial and industrial loans
Residential real estate

Consumer and other

 

 

14

 

 

 

5

 

 

 

1

 

 

 

 

 

 

5

 

Total recoveries

 

$

83

 

 

$

103

 

 

$

3

 

 

$

156

 

 

$

97

 

Net (charge-offs ) recoveries

 

 

(436

)

 

 

(397

)

 

 

(364

)

 

 

(509

)

 

 

(401

)

Net charge-offs

Allowance at end of period

 

$

9,407

 

 

$

8,017

 

 

$

7,544

 

 

$

5,989

 

 

$

5,557

 

Allowance for credit losses to nonaccrual loansAllowance for credit losses to nonaccrual loans1598.88 %1045.61 %12955.66 %

Allowance to nonperforming loans

 

 

515.17

%

 

 

378.16

%

 

 

468.28

%

 

 

221.32

%

 

 

365.35

%

Allowance to nonperforming loans217.24 %223.15 %1657.90 %

Allowance to loans receivable

 

 

1.23

%

 

 

1.22

%

 

 

1.27

%

 

 

1.20

%

 

 

1.29

%

Allowance to loans receivable3.86 %2.82 %1.64 %

Net charge-offs (recoveries) to average loans

 

 

0.06

%

 

 

0.06

%

 

 

0.07

%

 

 

0.11

%

 

 

0.10

%

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Table of Contents
The allowance for credit losses to nonaccrual loans ratio increased as of December 31, 2023, compared to December 31, 2022 as a result of an increase of $235,000 in nonaccrual community bank loans, combined with an increase of $42.9 million in the allowance for credit losses. The increase in the allowance for credit losses for the twelve months ended months ended December 31, 2023 compared to the twelve months ended months ended December 31, 2022, is largely related to the increase in the allowance for loans originated through our CCBX partners. CCBX partner agreements provide credit enhancements that cover the $144.9 million in net charge-offs on CCBX loans for the twelve months ended months ended December 31, 2023. At December 31, 2023, the allowance for credit losses for CCBX partner loans totaled $95.4 million, compared to $53.4 million at December 31, 2022.
The following table presents the loans receivable and allowance for credit losses by segment for the period indicated:
As of December 31, 2023As of December 31, 2022
(dollars in thousands; unaudited)Community BankCCBXTotalCommunity BankCCBXTotal
Loans receivable$1,830,154 $1,195,938 $3,026,092 $1,614,752 $1,012,504 $2,627,256 
Allowance for credit losses(21,595)(95,363)(116,958)$(20,636)$(53,393)(74,029)
Allowance for credit losses to
    total loans receivable
1.18 %7.97 %3.86 %1.28 %5.27 %2.82 %
Although we believe that we have established our allowance for loancredit losses in accordance with GAAP and that the allowance for loancredit losses was adequate to provide for known and inherentexpected losses in the portfolio at all times shown above, future provisions for loancredit losses will be subject to ongoing evaluations of the risks in our loan portfolio. We continue to have low levels of charge-offs and nonperforming community bank loans, however, the economic environment is continuously changing with inflation, higher interest rates, GDP, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment and trade issues that have resulted in some economic uncertainty. If economic conditions worsen then the U.S., Washington state and Puget Sound region experiences anmay experience a more severe economic downturn, and our asset quality could deteriorate, or if we are successful in continuing to grow our loan portfolio, our allowancewhich may become inadequate andrequire material additional provisions for loan losses could be necessary.

credit losses.

The following table shows the allocation of the allowance for loancredit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for loancredit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.

 

 

At December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

(dollars in thousands)

 

Allowance

Allocated

to Loan

Portfolio

 

 

Loan

Category

as a % of

Total

Loans (1)

 

 

Allowance

Allocated

to Loan

Portfolio

 

 

Loan

Category

as a % of

Total

Loans (1)

 

 

Allowance

Allocated

to Loan

Portfolio

 

 

Loan

Category

as a % of

Total

Loans (1)

 

 

Allowance

Allocated

to Loan

Portfolio

 

 

Loan Category

as a % of

Total

Loans (1)

 

 

Allowance

Allocated

to Loan

Portfolio

 

 

Loan

Category

as a %

of

Total

Loans (1)

 

Commercial and industrial loans

 

$

2,039

 

 

 

11.8

%

 

$

1,864

 

 

 

13.5

%

 

$

1,606

 

 

 

12.0

%

 

$

1,311

 

 

 

13.7

%

 

$

1,028

 

 

 

11.8

%

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

1,806

 

 

 

8.3

%

 

 

1,063

 

 

 

6.3

%

 

 

1,398

 

 

 

9.3

%

 

 

1,031

 

 

 

8.9

%

 

 

1,231

 

 

 

8.7

%

Residential

 

 

1,647

 

 

 

12.3

%

 

 

1,343

 

 

 

13.2

%

 

 

1,495

 

 

 

13.0

%

 

 

1,744

 

 

 

16.5

%

 

 

925

 

 

 

12.5

%

Commercial real estate

 

 

2,648

 

 

 

67.1

%

 

 

2,014

 

 

 

66.6

%

 

 

1,474

 

 

 

65.5

%

 

 

1,509

 

 

 

60.6

%

 

 

2,107

 

 

 

66.4

%

Consumer and other

 

 

77

 

 

 

0.5

%

 

 

43

 

 

 

0.4

%

 

 

26

 

 

 

0.2

%

 

 

35

 

 

 

0.3

%

 

 

39

 

 

 

0.6

%

Total allocated

 

 

8,217

 

 

 

 

 

 

 

6,327

 

 

 

 

 

 

 

5,999

 

 

 

 

 

 

 

5,630

 

 

 

 

 

 

 

5,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

1,190

 

 

n/a

 

 

 

1,690

 

 

n/a

 

 

 

1,545

 

 

n/a

 

 

 

359

 

 

n/a

 

 

 

227

 

 

n/a

 

Total allowance for loan losses

 

$

9,407

 

 

 

100.0

%

 

$

8,017

 

 

 

100.0

%

 

$

7,544

 

 

 

100.0

%

 

$

5,989

 

 

 

100.0

%

 

$

5,557

 

 

 

100.0

%

At December 31,
20232022
(dollars in thousands)Allowance
Allocated
to Loan
Portfolio
Loan
Category
as a % of
Total
Loans
Allowance
Allocated
to Loan
Portfolio
Loan
Category
as a % of
Total
Loans
Commercial and industrial loans$8,877 9.6 %$4,831 11.8 %
Real estate loans:
Construction, land and land development loans6,386 5.2 7,425 8.1 
Residential real estate loans13,049 15.3 4,142 17.1 
Commercial real estate loans7,441 43.0 5,470 39.8 
Consumer and other loans81,205 26.9 50,996 23.2 
Total allocated116,958 72,864 
Unallocated— 1,165 
Total allowance for credit losses$116,958 $74,029 


Securities

Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledgepledged for public deposits or other business purposes. At December 31, 2018, 87.8%2023, 66.1% of our investment portfolio consisted primarily of U.S. Treasury securities. The remainder of our securities portfolio was invested in U.S. Government agency securities, agencyAgency collateralized mortgage
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obligations and U.S. Agency residential mortgage-backed securities, and municipal bonds.securities. Because we target a loan-to-deposit ratio in the range of 90% to 100%, we prioritize liquidity over the earnings of our securities portfolio. At December 31, 2018,2023, our loan-to-deposit ratio was 95.6%90.1% due to our strong growth in both loans and ourdeposits. Our securities portfolio represented less than 5% of assets. To the extent our securities represent more than 5% of assets, absent an immediate need for liquidity, we anticipate investing excess funds to provide a higher return.

As of December 31, 2018,2023, the carrying amountamortized cost of our investment securities totaled $37.9$150.9 million, a decreasean increase of $414,000,$49.6 million, or 1.1%49.0%, compared to $38.3$101.3 million as of December 31, 2017. The decrease in the securities portfolio was primarily the result of the decline in fair value and pay-downs on mortgage-backed securities. As of December 31, 2017, the carrying amount of our investment securities totaled $38.3 million, an increase of $3.3 million, or 9.4%, compared to $35.0 million as of December 31, 2016.2022. The increase in the securities portfolio was due primarily to the investmentpurchase of excess cash and cash equivalent balances. Investment16 government agency backed securities represented 4.0% and 4.8%, and 4.8% of total assets as offor $50.2 million during the year ended December 31, 2018, 20172023. These securities were purchased for CRA purposes and 2016, respectively.

placed in our held-to-maturity portfolio and the average yield of these securities is 5.22% for the year ended December 31, 2023.

Our investment portfolio consists of securities classified as available for sale and, to a lesser amount, held to maturity. The carrying values of our investment securities classified as available for sale are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in shareholders’ equity.

As of December 31, 2023, our available for sale portfolio has an unrealized loss of $537,000, compared to an unrealized loss of $3.0 million as of December 31, 2022.

The following table summarizes the amortized cost and estimated fair value of certain of our investment securities as of the dates shown:

 

As of December 31,

 

 

2018

 

 

2017

 

 

2016

 

 

Amortized

 

 

Fair

 

 

Amortized

 

 

Fair

 

 

Amortized

 

 

Fair

 

(Dollars in thousands)

 

Cost

 

 

Value

 

 

Cost

 

 

Value

 

 

Cost

 

 

Value

 

As of December 31,As of December 31,
202320232022
(dollars in thousands)(dollars in thousands)Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

34,831

 

 

$

33,241

 

 

$

34,794

 

 

$

33,396

 

 

$

29,746

 

 

$

28,248

 

U.S. Government securities

 

 

3,000

 

 

 

2,957

 

 

 

3,000

 

 

 

2,970

 

 

 

4,000

 

 

 

3,961

 

U.S. Treasury securities
U.S. Treasury securities

U.S. Agency collateralized mortgage

obligations

 

 

172

 

 

 

169

 

 

 

224

 

 

 

221

 

 

 

290

 

 

 

289

 

U.S. Agency residential mortgage-

backed securities

 

 

39

 

 

 

38

 

 

 

79

 

 

 

80

 

 

 

119

 

 

 

121

 

U.S. Agency collateralized mortgage obligations
U.S. Agency collateralized mortgage obligations
U.S. Agency residential mortgage-backed securities

Municipal bonds

 

 

259

 

 

 

255

 

 

 

261

 

 

 

260

 

 

 

490

 

 

 

487

 

Total available-for-sale securities

 

 

38,301

 

 

 

36,660

 

 

 

38,358

 

 

 

36,927

 

 

 

34,645

 

 

 

33,106

 

Securities held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-

backed securities

 

 

1,262

 

 

 

1,205

 

 

 

1,409

 

 

 

1,374

 

 

 

1,888

 

 

 

1,816

 

U.S. Agency residential mortgage-backed securities
U.S. Agency residential mortgage-backed securities
U.S. Agency residential mortgage-backed securities

Total held-to-maturity securities

 

 

1,262

 

 

 

1,205

 

 

 

1,409

 

 

 

1,374

 

 

 

1,888

 

 

 

1,816

 

Total investment securities

 

$

39,563

 

 

$

37,865

 

 

$

39,767

 

 

$

38,301

 

 

$

36,533

 

 

$

34,922

 

All of our U.S. Agency residential mortgage-backed securities and U.S. Agency collateralized mortgage obligations are U.S. Government agency securities. As of December 31, 2018,2023, we did not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A or second lien elements in our investment portfolio.

Our management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

As of December 31, 2018,2023 and December 31, 2017 and 2016,2022, we did not own securities of any one issuer, other than the U.S. Government and its agencies, for which aggregate adjusted cost exceeded 10.0% of consolidated shareholders’ equity.


Restricted equity securities totaled $6.8 million as of December 31, 2023 and $7.5 million as of December 31, 2022 The decrease was attributable to a reduction of the amount of FHLB stock that we are required to hold. Federal Reserve and FHLB stock are carried at par and do not have a readily determinable fair value. Ownership of FHLB stock is restricted to the FHLB and member institutions, and can only be purchased and redeemed at par.

The Company has the following equity investments which do not have a readily determinable fair value and are held at cost minus impairment if any, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. This method will be applied until the investments do not qualify for the measurement election (e.g., if the investment has a readily determinable fair value). The Company will reassess at each reporting period whether the equity investments without a readily determinable fair value qualifies to be measured at cost minus impairment.
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As of December 31, 2023 and December 31, 2022 the Company has a $2.2 million equity interest in a specialized bank technology company.
The Company has a $350,000 equity interest in a technology company as of the years ended December 31, 2023 and December 31, 2022.
The Company contributed $50,000 in a technology company during the year ended December 31, 2023. There was no equity ownership as of December 31, 2022.
The following table shows the activity in equity investments without a readily determinable fair value for the dates shown:
For the Twelve Months Ended
December 31,
(dollars in thousands)202320222021
Carrying value, beginning of period$2,572 $2,322 850 
Purchases50 350 — 
Observable price change— (100)1,472 
Carrying value, end of period$2,622 $2,572 $2,322 
The Company has invested in funds that are accelerating technology for adoption by banks. These equity investments are held at fair value, as reported by the funds. During the year ended December 31, 2023, the Company contributed $74,500 with investment funds designed to help accelerate technology adoption at banks, and recognized net gains of $278,000, resulting in an equity interest of $809,000 at December 31, 2023. The Company has committed up to $653,000 in capital for these equity funds. One firm decided to wind down their technology fund and their fund balance decreased $176,000 in 2023, leaving $22,000 in that fund as of December 31, 2023.
The following table shows the activity in equity fund investments held at fair value for the dates shown:
For the Twelve Months Ended
December 31,
(dollars in thousands)202320222021
Carrying value, beginning of period456 160 — 
Purchases/capital calls/capital returns, net75 349 163 
Net change recognized in earnings278 (53)(3)
Carrying value, end of period809456160
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The following table sets forth the amortized cost of held to maturity securities and the fair value of available for sale securities, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of our securities portfolio as of the dates indicated. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

As of December 31, 2023As of December 31, 2023
One Year or LessOne Year or Less
More than One
Year to Five Years
More than Five
Years to Ten Years
More than Ten YearsTotal
(dollars in thousands)(dollars in thousands)Carrying
Value
Weighted
Average
Yield
Carrying
Value
Weighted
Average
Yield
Carrying
Value
Weighted
Average
Yield
Carrying
Value
Weighted
Average
Yield
Carrying
Value
Weighted
Average
Yield
Securities available-for-sale:
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities$99,461 2.138 %$0.000 %$0.000 %$0.000 %$99,461 2.138 %
U.S. Agency collateralized mortgage obligationsU.S. Agency collateralized mortgage obligations0.000 %0.000 %43 2.924 %— 0.000 %43 2.924 %

 

As of December 31, 2018

 

 

One Year or Less

 

 

More than One

Year to Five Years

 

 

More than Five

Years to Ten Years

 

 

More than Ten Years

 

 

Total

 

Total available-for-sale

 

Carrying

 

 

Weighted

Average

 

 

Carrying

 

 

Weighted

Average

 

 

Carrying

 

 

Weighted

Average

 

 

Carrying

 

 

Weighted

Average

 

 

Carrying

 

 

Weighted

Average

 

(Dollars in thousands)

 

Value

 

 

Yield

 

 

Value

 

 

Yield

 

 

Value

 

 

Yield

 

 

Value

 

 

Yield

 

 

Value

 

 

Yield

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

 

 

 

0.000

%

 

$

23,765

 

 

 

1.364

%

 

$

9,476

 

 

 

1.901

%

 

$

 

 

 

0.000

%

 

$

33,241

 

 

 

1.52

%

U.S. government securities

 

 

 

 

 

0.000

%

 

 

2,957

 

 

 

1.500

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

2,957

 

 

 

1.50

%

U.S. Agency collateralized

mortgage obligations

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

169

 

 

 

2.024

%

 

 

169

 

 

 

2.93

%

U.S. Agency residential

mortgage-backed securities

 

 

 

 

 

0.000

%

 

 

38

 

 

 

3.713

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

38

 

 

 

1.72

%

Municipals

 

 

 

 

 

0.000

%

 

 

255

 

 

 

2.564

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

255

 

 

 

2.05

%

Total available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total available-for-sale

 

 

 

 

 

0.000

%

 

 

27,015

 

 

 

1.394

%

 

 

9,476

 

 

 

1.901

%

 

 

169

 

 

 

2.024

%

 

 

36,660

 

 

 

1.529

%

99,461 2.138 2.138 %— 0.000 0.000 %43 2.924 2.924 %— 0.000 0.000 %99,504 2.138 2.138 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:
Securities held to maturity:

U.S. Agency residential

mortgage-backed securities

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

1,262

 

 

 

2.669

%

 

 

1,262

 

 

 

2.67

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed securities
U.S. Agency residential mortgage-backed securities0.000 %0.000 %0.000 %51,041 5.489 %51,041 5.489 %

Total held to maturity

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

 

 

 

0.000

%

 

 

1,262

 

 

 

2.669

%

 

 

1,262

 

 

 

2.67

%

Total held to maturity0.000 0.000 %0.000 0.000 %0.000 0.000 %51,041 5.489 5.489 %51,041 5.489 5.489 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

 

 

 

0.000

%

 

$

27,015

 

 

 

1.394

%

 

$

9,476

 

 

 

1.901

%

 

$

1,431

 

 

 

2.593

%

 

$

37,922

 

 

 

1.567

%

Total
Total$99,461 2.138 %$— 0.000 %$43 2.924 %$51,041 5.489 %$150,545 3.267 %


Deposits

Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, savings, money market, savings, and time accounts.accounts as well as IntraFi network reciprocal sweep deposits. Sweep deposits enable us to provide an FDIC insured deposit option to customers that have balances in excess of the FDIC insurance limit. This service trades our customers’ funds as certificates of deposit or interest bearing demand deposits in increments under the FDIC insured amount to other participating financial institutions and in exchange we receive time deposit or interest bearing demand investments from participating financial institutions in a reciprocal agreement. We rely primarily on competitive pricing policies, convenient locations, electronic delivery channels (internet and mobile), and personalized service to attract new deposits and retain theseexisting deposits.

Additionally, we offer deposit products through our CCBX segment. CCBX deposits are generally classified as interest bearing negotiable order of withdrawal (“NOW”) and money market accounts. CCBX deposit products allow us to offer a broader range of partner specific products, which include products designed to reach specific under-served or under-banked populations served by our CCBX partners.

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Table of Contents
Total deposits as of December 31, 2018,2023 were $803.6 million,$3.36 billion, an increase of $100.3$542.8 million, or 14.3%19.3%, compared to $703.3$2.82 billion as of December 31, 2022. The increase in deposits was largely in core deposits, which increased $655.5 million to $3.34 billion from $2.69 billion at December 31, 2022. We define core deposits as all deposits except time deposits and brokered deposits. The $655.5 million increase in core deposits was largely a result of customer movement from noninterest to interest bearing accounts. Our cost of deposits for the community bank was 1.57% for the three months ended December 31, 2023. BaaS-brokered deposits are now classified as NOW accounts due to a change in the relationship agreement with one of our partners; these deposits increased $153.1 million to $254.7 million as of December 31, 2017. 2023. Additionally, we started sweeping deposits for an additional CCBX partner as a result of deposit growth, which increased the amount of CCBX deposits that were transferred off balance sheet for increased FDIC insurance coverage to $69.4 million as of December 31, 2023.
Included in total deposits is $1.86 billion in CCBX deposits, an increase of $583.5 million, or 45.6%, compared to $1.28 billion as of December 31, 2022. CCBX customer deposit relationships include deposits with CCBX end customers, operating and non-operating deposit accounts. The deposits from our CCBX segment are generally classified as interest bearing NOW and money market accounts. Our cost of deposits for the CCBX segment was 4.55% for the year ended December 31, 2023.
Total noninterest bearing deposits as of December 31, 2017,2023 were $703.3$625.2 million, an increasea decrease of $54.6$149.8 million, or 8.4%19.3%, compared to $648.7$775.0 million as of December 31, 2016. The increases were primarily related to our successful execution2022. Noninterest bearing deposits represent 18.6% and 27.5% of our strategytotal deposits for December 31, 2023 and December 31, 2022, respectively. Community bank noninterest bearing deposits represent 37.5% and 45.2% of deepening relationships with existing customers and actively seeking new customers.

Noninterest-bearingcommunity bank deposits as of December 31, 2018, were $293.5 million, an increase of $51.2 million, or 21.1%, compared to $242.4 million as of2023 and December 31, 2017. Noninterest-bearing deposits as of December 31, 2017, were $242.4 million, an increase of $18.4 million, or 8.2%, compared to $224.0 million as of December 31, 2016. The increases were due to the collaboration of our branch managers, business development officers and lenders to grow core deposits. As a team, we actively pursue the business of new customers.

2022, respectively.

Total interest-bearinginterest bearing account balances, excluding time deposits, as of December 31, 2018,2023 were $413.0 million,$2.72 billion, an increase of $42.7$703.7 million, or 11.5% from $370.3 million35.0%, compared to $2.01 billion as of December 31, 2017. Total interest-bearing account balances2022. The $703.7 million increase is the due in part to former BaaS-brokered deposits now being classified as NOW accounts due to a change in the relationship agreement with one of our partners in the first quarter of 2023, combined with CCBX growth in interest bearing deposits and a community bank increase in interest bearing deposits of $103.1 million. Included in total deposits is $340.1 million in IntraFi network reciprocal NOW and money market sweep accounts as of December 31, 2017, were $370.3 million, an increase2023, which provides our customers with fully insured deposits through a sweep and exchange of $22.7 million, or 6.5% from $347.6 million as of December 31, 2016. The increases were due to our team focusing on growing core deposits. Included in interest bearing account balances is $10.5 million in brokered demand deposits from a wholesale banking services customer as an accommodation to them.  We generally do not use brokered deposits to fund loan growth and we did not use these brokered deposits to fund loan growth.  The balance at December 31, 2017 and 2016 was zero.  

with other financial institutions.

Total time deposit balances as of December 31, 2018,2023 were $97.0$18.4 million, an increasea decrease of $6.4$11.1 million, or 7.1%37.7%, from $90.6$29.4 million as of December 31, 2017.2022. The decrease is due to the strong increase in totalcore deposits, and our focus on core deposits and letting higher rate deposits run off as they mature. We have seen competitors increase rates on time deposits, during the period was primarily a result of our growth initiatives. Total time deposit balancesand we have not globally matched their rates in response as of December 31, 2017, were $90.6 million, an increase of $13.5 million, or 17.5%, from $77.1 million as of December 31, 2016.

we focus on growing and retaining less costly core deposits.

The following table sets forth deposit balances at the dates indicated.

 

As of December 31,

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

 

 

Percent of

 

 

 

 

 

 

Percent of

 

 

 

 

 

 

Percent of

 

(Dollars in thousands)

 

Amount

 

 

Total Deposits

 

 

Amount

 

 

Total Deposits

 

 

Amount

 

 

Total Deposits

 

As of December 31,As of December 31,
202320232022
(dollars in thousands)(dollars in thousands)Amount
Percent of
Total
Deposits
Amount
Percent of
Total
Deposits

Demand, noninterest bearing

 

$

293,525

 

 

 

36.5

%

 

$

242,358

 

 

 

34.5

%

 

$

223,955

 

 

 

34.5

%

Demand, noninterest bearing$625,202 18.6 18.6 %$775,012 27.5 27.5 %

NOW and money market

 

 

360,473

 

 

 

44.9

 

 

 

326,412

 

 

 

46.4

 

 

 

308,934

 

 

 

47.6

 

Savings

 

 

52,572

 

 

 

6.5

 

 

 

43,876

 

 

 

6.2

 

 

 

38,650

 

 

 

6.0

 

Total core deposits
Brokered deposits

Time deposits less than $100,000

 

 

25,851

 

 

 

3.2

 

 

 

27,059

 

 

 

3.8

 

 

 

28,929

 

 

 

4.5

 

Time deposits $100,000 and over

 

 

71,193

 

 

 

8.9

 

 

 

63,590

 

 

 

9.0

 

 

 

48,194

 

 

 

7.4

 

Total

 

$

803,614

 

 

 

100.0

%

 

$

703,295

 

 

 

100.0

%

 

$

648,662

 

 

 

100.0

%

Total$3,360,363 100.0 100.0 %$2,817,521 100.0 100.0 %
Cost of deposits


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The following table presents the community bank deposits which are included in the total deposit portfolio table above:
Community BankAs of
December 31, 2023December 31, 2022
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$561,572 37.5 %$694,179 45.2 %
NOW and money market846,072 56.5 709,490 46.1 
Savings71,598 4.8 105,101 6.8 
Total core deposits1,479,242 98.8 1,508,770 98.1 
Brokered deposits0.0 0.0 
Time deposits less than $100,0008,109 0.5 12,596 0.8 
Time deposits $100,000 and over10,249 0.7 16,851 1.1 
Total Community Bank deposits$1,497,601 100.0 %$1,538,218 100.0 %
Cost of deposits1.57 %0.37 %
The following table presents the CCBX deposits which are included in the total deposit portfolio table above:
CCBXAs of
December 31, 2023December 31, 2022
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$63,630 3.4 %$80,833 6.3 %
NOW and money market1,794,168 96.3 1,094,909 85.6 
Savings4,964 0.3 2,016 0.2 
Total core deposits1,862,762 100.0 1,177,758 92.1 
BaaS-brokered deposits— — 101,545 7.9 
Total CCBX deposits$1,862,762 100.0 %$1,279,303 100.0 %
Cost of deposits4.90 %3.13 %
The following table sets forth the Company’s time deposits of $100,000 or more by time remaining until maturity as of the dates indicated:

(Dollars in thousands)

 

As of

December 31,

2018

 

As of December 31,As of December 31,
(dollars in thousands)(dollars in thousands)20232022

Maturity Period:

 

 

 

 

Three months or less
Three months or less

Three months or less

 

$

8,228

 

Over three through six months

 

 

13,166

 

Over six through twelve months

 

 

28,196

 

Over twelve months

 

 

21,603

 

Total

 

$

71,193

 

Weighted average maturity (in years)Weighted average maturity (in years)0.750.76

Average deposits for the year ended December 31, 2018,2023, were $745.5 million,$3.10 billion, an increase of $80.8$436.5 million, or 12.2%16.4%, compared to the year ended December 31, 2017. Average deposits$2.67 billion for the year ended December 31, 2017, were $664.7 million, an2022. The increase of $82.4 million, or 14.2%, compared to the year ended December 31, 2016. The increases in average deposits werewas primarily due to ouran increase in core deposits, in interest bearing deposits. Included in this increase is growth in CCBX deposits. We expect deposits to increase with continued growth in CCBX as well as in the community bank through our primary market areas, and the increase in commercial lending relationships for which we also seek deposit balances and the results of business development efforts by our business development officers, branch managers, treasury service personnel and lenders.

The average rate paid on total interest-bearing deposits was 0.66%2.87% for the year ended December 31, 2018,2023, compared to 0.50%0.71% for the year ended December 31, 2017.2022. The average rate paid on total interest-bearing deposits was 0.50%3.72% for the
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year ended December 31, 2023, compared to 1.10% for the year ended December 31, 2017, compared to 0.55%2022. NOW and money market account interest rates increased 2.72%, for the year ended December 31, 2016.

2023. The increase in average rate paid on deposit accounts for the year ended December 31, 2023, is the result of the increased interest rates by the FOMC. Further changes to the Fed funds rate and rate pressure from market competition is expected to continue to impact future cost of deposits and our pricing strategies.

The following table presents the average balances and average rates paid on deposits for the periods indicated:

 

For the Year Ended December 31,

 

 

2018

 

 

2017

 

(Dollars in thousands)

 

Average

Balance

 

 

Average

Rate

 

 

Average

Balance

 

 

Average

Rate

 

For the Year Ended December 31,For the Year Ended December 31,
2023202320222021
(dollars in thousands)(dollars in thousands)
Average
Balance
Average
Rate
Average
Balance
Average
Rate
Average
Balance
Average
Rate

Demand, noninterest bearing

 

$

267,227

 

 

 

0.00

%

 

$

233,054

 

 

 

0.00

%

Demand, noninterest bearing$707,641 0.00 0.00 %$942,087 0.00 0.00 %$989,945 0.00 0.00 %

NOW and money market

 

 

335,533

 

 

 

0.53

 

 

 

312,573

 

 

 

0.40

 

NOW and money market2,254,138 3.89 3.89 1,509,492 1,509,492 1.17 1.17 740,045 740,045 0.24 0.24 %

Savings

 

 

48,330

 

 

 

0.04

 

 

 

41,844

 

 

 

0.03

 

Savings90,705 0.25 0.25 106,061 106,061 0.05 0.05 93,409 93,409 0.03 0.03 %
BaaS-brokered depositsBaaS-brokered deposits25,969 4.08 71,532 1.46 26,020 0.35 %

Time deposits less than $100,000

 

 

26,831

 

 

 

1.15

 

 

 

26,851

 

 

 

0.84

 

Time deposits less than $100,0009,999 0.35 0.35 13,980 13,980 0.28 0.28 16,838 16,838 1.06 1.06 %

Time deposits $100,000 and over

 

 

67,537

 

 

 

1.55

 

 

 

50,360

 

 

 

1.29

 

Time deposits $100,000 and over14,201 0.37 0.37 22,955 22,955 0.85 0.85 33,794 33,794 0.71 0.71 %

Total deposits

 

$

745,458

 

 

 

0.42

%

 

$

664,682

 

 

 

0.32

%

Total deposits$3,102,653 2.87 2.87 %$2,666,107 0.71 0.71 %$1,900,051 0.12 0.12 %

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2018, 20172023 and 2016,2022, was 35.8%, 35.1%22.8% and 34.0%35.3%, respectively.

Factors affecting the cost of funding interest-bearing assets include the volume of noninterest- and interest-bearing deposits, changes in market interest rates and economic conditions in the Puget Sound region and their impact on interest paid on deposits, competition from other financial institutions, as well as the ongoing execution of our growth strategies. Cost of total interest-bearing liabilities is calculated as total interest expense divided by average total interest-bearing deposits plus average total borrowings. Our cost of total interest-bearing liabilities was 0.80%, 0.64%3.75% and 0.63%1.16% for the years ended December 31, 2018, 20172023 and 2016,2022, respectively. The increasein our cost of deposits in 20182023 was primarily due to higher deposit rates throughout the market resulting from rate increases from the Federal Reserve.FOMC. We actively manage our interest rates on deposits, however, additional increasesrate changes from the Federal Reserve willFOMC and competition can and do impact our deposit costs.
Uninsured Deposits
The decrease inFDIC insures our costdeposits up to $250,000 per depositor, per insured bank for each account ownership category. Deposits that exceed insurance limits are uninsured. At December 31, 2023, deposits totaled $3.36 billion, of which total estimated uninsured deposits were $558.6 million, or 16.6% of total deposits. At December 31, 2022, deposits totaled $2.82 billion, of which total estimated uninsured deposits were $835.8 million, or 29.7% of total deposits. The Bank is using sweep deposits to provide our customers with fully insured deposits through a sweep and exchange of deposits in 2017 was primarily due to pricing tactics used in 2016 to lower our deposit costs prior to interest rates increasing. Our last rate reduction was in December 2016. In 2017, we limited our deposit rates increases and received almost a full year savings onwith other financial institutions.
The table below shows the rate reductions we deployed in 2016.

estimated uninsured time deposits, by account, for the maturity periods indicated:

(dollars in thousands)As of December 31, 2023
Maturity Period:
Three months or less$1,479 
Over three through six months52 
Over six through twelve months
Over twelve months152 
Total$1,691 

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Borrowings

We have the ability to utilize short-term to long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.

Federal Reserve Bank Line of Credit. The Federal Reserve allows us to borrow against our line of credit through a borrower in custody agreement utilizing the discount window, which is collateralized by certain loans. As of December 31, 2023, and December 31, 2022, total borrowing capacity of $435.5 million and $26.7 million, respectively, was available under this arrangement. As of December 31, 2023, and December 31, 2022, Federal Reserve borrowings against our line of credit totaled zero. Additional loans were pledged during 2023 to significantly increase the borrowing capacity of the Bank in the event of a liquidity crisis.
Federal Home Loan Bank (FHLB) Advances.The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of December 31, 2018, 20172023 and 2016, totalDecember 31, 2022, we had borrowing capacity of $79.3$204.6 million $59.3 million and $60.2$120.8 million, respectively, was available under this arrangement. As ofwith the FHLB. During the year ended December 31, 20182022, we repaid a total of $25.0 million in FHLB term advances. This included a $10.0 million advance that would have matured in March of 2023 and 2017, FHLB advances totaled $20.0 million, compared to $15.0 million at December 31, 2016.

advance that would have matured in March 2025. We have sufficient liquidity for our current loan demand, and with no prepayment penalty for early repayment, management opted to repay these term advances and save the unnecessary interest expense.

The following table presents details on FHLB advance borrowings for the periods indicated:
As of and For the Years
Ended December 31,
(dollars in thousands)20232022
Maximum amount outstanding at any month-end during period:$— $24,999 
Average outstanding balance during period:$$6,029 
Weighted average interest rate during period:5.60 %1.13 %
Balance outstanding at end of period:$— $— 
Weighted average interest rate at end of period:0.00%0.00 %
Junior Subordinated Debentures. In 2004, we issued $3.6 million in junior subordinated debentures to Coastal (WA) Statutory Trust I, or the Trust,(the “Trust”), of which we own all of the outstanding common securities. The Trust used the proceeds from the issuance of its underlying common securities and preferred securities to purchase the debentures issued by the Company. These debentures are the Trust’s only assets and the interest payments from the debentures finance the distributions paid on the preferred securities. ThePrior to June 30, 2023, the debentures bearbore interest at a rate per annum equal to the 3-month LIBOR plus 2.10%. Beginning with rate adjustments subsequent to June 30, 2023, the rate is based off three-month CME Term SOFR plus 0.26%. The effective rate as of December 31, 2018, 20172023 and 2016,2022, was 4.88%, 3.69%7.75% and 3.06%6.87%, respectively. We generally have the right to defer payment of interest on the debentures at any time or from time to time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the debentures. During any such extension period, distributions on the trust’sTrust’s preferred securities will also be deferred, and our ability to pay dividends on our common stock will be restricted. The Trust’s preferred securities are mandatorily redeemable upon maturity of the debentures, or upon earlier redemption as provided in the indenture.indenture, subject to Federal Reserve approval. If the debentures are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest. We unconditionally guarantee payment of accrued and unpaid distributions required to be paid on the Trust Securitiessecurities subject to certain exceptions, the redemption price with respect to any Trust securities called for redemption and amounts due if the Trust is liquidated or terminated.

Subordinated Debt.Debt. In 2016,August 2021, the Company issued a subordinated note to a commercial bank in the amount of $10.0$25.0 million. The note matures on AugustSeptember 1, 2026,2031, and bears interest at the rate of 5.65%3.375% per year for five years and, thereafter, reprices quarterly beginning September 1, 2026, at a rate equal to the three-month SOFR plus 2.76%. The Wall Street Journal prime rate plus 2.50%. Principal payments of $500,000 per quarter commence Novemberfive-year 3.375% interest period ends on September 1, 2021.2026. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after July 29, 2021,August 18, 2026, subject to any required regulatory approvals.

Proceeds were used to repay $10.0 million in existing 5.65% interest subordinated debt on August 9, 2021 and $11.5 million was contributed to the Bank as capital.

 

 

As of and For the Years

Ended December 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

Maximum amount outstanding at any month-end during  period:

 

 

 

 

 

 

 

 

FHLB Advances

 

$

20,000

 

 

$

20,000

 

Average outstanding balance during period:

 

 

 

 

 

 

 

 

FHLB Advances

 

$

1,900

 

 

$

1,752

 

Weighted average interest rate during period:

 

 

 

 

 

 

 

 

FHLB Advances

 

 

2.07

%

 

 

1.34

%

Balance outstanding at end of period:

 

 

 

 

 

 

 

 

FHLB Advances

 

$

20,000

 

 

$

20,000

 

Weighted average interest rate at end of period:

 

 

 

 

 

 

 

 

FHLB Advances

 

 

2.63

%

 

 

1.63

%

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In November 2022, the Company issued a subordinated note in the amount of $20.0 million. The note matures on November 1, 2032, and bears interest at the rate of 7.00% per year for five years and, thereafter, reprices quarterly beginning November 1, 2027, at a rate equal to the three-month SOFR plus 2.90%. The five-year 7.00% interest period ends on November 1, 2027. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after November 1, 2027, subject to any required regulatory approvals.
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Liquidity and Capital Resources

Liquidity Management

Liquidity refers to our capacity to meet our cash obligations when they come due at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, and operational, legal and reputational risks also could affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company considers various deposit run-off scenarios in its liquidity management process including that all community bank uninsured deposits exit the Bank in an economic downturn. Deposits obtained through our CCBX segment are a significant source of liquidity for us. If a relationship with a large CCBX partner terminates, the exit of those deposits could have an adverse impact on liquidity so we model a deposit run-off scenario that simulates the loss of deposits from our largest CCBX deposit partner. Partner program agreements govern the relationship and are valid for a given period of time. Prior to exiting, the partner would need to provide us adequate notice as stipulated in the agreement that they were not going to renew the program agreement and intend to move the deposits. The movement to an alternate BaaS provider is cumbersome and would be over a period of time, which would allow us the opportunity to put alternate liquidity in place; those options are more fully discussed below. As of December 31, 2023, we have 2 partners with deposits that are in excess of 10% of total deposits and represent 40% of total deposits. Our deposit concentration limit for any one partner is 30% of total deposits.

We continually monitor our liquidity position to ensure that our assets and liabilities are managed in a manner to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of readily available cash, deposits and highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; contingency funding policies and plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management Unlike many industrial companies, substantially all of our liquid assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and access to alternative sourcesservices. However, other operating expenses do reflect general levels of funds. inflation.

Our liquidity requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail, commercial, and wholesaleBaaS deposits, advances from the FHLB and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from the Federal Reserve discount window, draws on established federal funds lines from unaffiliated commercial banks, funds from online rate services, brokered deposits, a one-way buy through an ICS account, and the issuance of debt or equity securities. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

necessary and are closely monitoring liquidity in this uncertain economic environment.

The Company has pledged loans and securities totaling $1.03 billion and $220.1 million at December 31, 2023 and December 31, 2022, respectively, for borrowing lines at the FHLB and FRB. Additional loans were pledged during 2023 to significantly increase the borrowing capacity of the Bank in the event of a liquidity crisis. The Bank had the ability and capacity to borrow up to $640.1 million from FHLB and the FRB discount window at December 31, 2023. There were no borrowings taken under these facilities during the twelve-months ended December 31, 2023 so the Bank has the maximum capacity in the event of a liquidity emergency.
The Bank’s current liquidity position is supported by liquid assets (cash and investments on the balance sheet), liabilities (capacity to borrow funds the same day), low levels of uninsured deposits ($558.6 million at December 31, 2023
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and alternative sources of funds including the capacity to borrow up to $640.1 million from FHLB, the FRB discount window on a same day basis and a $50.0 million line of credit with a Banker’s Bank. Cash on the balance sheet and borrowing capacity of $1.17 billion represented 34.9% of total deposits and exceeded the $558.6 million in uninsured deposits as of December 31, 2023. The board of directors and management is cognizant of the risk of uninsured deposits and has used fully insured IntraFi Network reciprocal deposits to reduce uninsured deposit. Fully insured IntraFi network reciprocal deposits totaled $340.1 million and $12.5 million at December 31, 2023 and December 31, 2022, respectively. Uninsured deposits totaled $558.6 million at December 31, 2023 and totaled $835.8 million at December 31, 2022. The Bank significantly increased its liquidity and ability to borrow funds on a same day basis to help it prepare and avoid the liquidity events that besieged regional banks during the liquidity crisis in March 2023 which resulted in two bank failures due to liquidity.
The board of directors adopted a policy requiring management take various actions, in its discretion, to return the liquidity ratio 10% or greater within 10 business days of the liquidity ratio being below 10% before the Bank’s liquidity contingency funding plan would be invoked. If the liquidity ratio goes below 7.5% then the board of directors will be notified immediately, and the liquidity contingency funding plan would be invoked until the ratio is returned to 10% or more. These liquidity risk measures provide the board of directors and management with a framework for managing liquidity risk and taking action early so liquidity events are avoided or managed in a timely manner.
The Company is a corporation separate and apart from our Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated note and junior subordinated debentures. The Company’s main source of cash flow has been through equity and debt offerings. The Company has consistently retained a portion of the funds from equity and debt offerings so that is has sufficient funds for its operating and debt costscosts. During the year ended December 31, 2023, the Company contributed $15.0 million to the Bank. The Company currently holds $5.5 million in cash for the next two or three years.debt servicing and operating purposes. In addition, the Bank can declare and pay dividends to the Company to meet the Company’s debt and operating expenses. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company. We believe that these limitations will not impact the ability of the Bank to pay dividends to the Company to meet ongoing operating needs.
For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs and the Bank manages toestablished a minimum (regulatory calculation) liquidity ratio of 10% of assets., and usually targets a liquidity ratio between 12% and 15%. Both of these minimum liquidity levels are on-balance sheet sources. Per policythe Bank’s policies and the Bank’sits liquidity contingency plan, in event of a liquidity emergency the Bank can utilize wholesale funds in an amount up to 30% of assets. Since the Bank uses only a small portion of its borrowing or wholesale funding capacity, the Bank has access to funds if needed in a liquidity emergency.

Capital Adequacy

Capital management consists of providing equity and other instruments that qualify as regulatory capital to support current and future operations. Banking regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital levels relative to the amount and types of assets they hold. We are subject to regulatory capital requirements at the bank and holding company level. Because the Company’s consolidated assets exceeded $3.0 billion as of September 30, 2022, the Company is no longer subject to the Federal Reserve’s Small Bank Holding Company Policy Statement and is evaluated relative to the capital adequacy standards established by the Federal Reserve. A bank holding company that crosses the $3.0 billion total consolidated assets threshold as of June 30 of a particular year is no longer permitted to file reports as a small holding company beginning the following March. The Company’s total assets were in excess of $3.0 billion as of June 30, 2023, and as a consequence, beginning in March 2024, the Company will become subject to regulatory capital requirements once its consolidated assets exceed a certain threshold. That threshold is currently $3.0 billion, but the EGRRCPA requiresno longer prepare and file financial reports with the Federal Reserve to lift the threshold to $3.0 billion by November 21, 2018. See “Item 1:  Business—Supervision and Regulation—Bank Regulation and Supervision—Capital Adequacy” for additional discussion regarding the regulatory capital requirements applicable to the Bank.

as a small bank holding company.

As of each of December 31, 20182023, and 2017,December 31, 2022, the Company and the Bank waswere in compliance with all applicable regulatory capital requirements, and the Bank was classified as “well capitalized” for purposes of the Federal Reserve’s prompt corrective action regulations. As we deploy our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control our growth in order to remain in compliance with all regulatory capital standards applicable to us.

In addition, the Company maintains an effective registration statement on Form S-3 with the Securities and Exchange Commission which allows the Company to raise additional capital in an amount up to $115.5 million. The Company raised $34.5 million in December 2021. The Company, through a private placement, raised $25.0 million in subordinated debt in 2021 and repaid $10.0 million of subordinated debt with the proceeds and used the remainder for general corporate purposes. On November 1, 2022 the

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Company, through a private placement, raised $20.0 million of subordinated debt with the proceeds to be used for general corporate purposes. The Company contributed $15.0 million of the capital raised to the Bank in March 2023.
The following table presents the CompanyCompany’s and the Bank’s regulatory capital ratios as of the dates presented, as well as the regulatory capital ratios that are required by Federal Reserve regulations to maintain “well-capitalized” status:

 

Actual

 

 

Minimum

Required for

Capital Adequacy

Purposes

 

 

Required to be Well

Capitalized Under the

Prompt Corrective

Action Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I risk-based capital ratio

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ActualActual
Minimum Required
for Capital
Adequacy Purposes (1)
Required to be Well
Capitalized
Under the Prompt
Corrective Action
Provisions
(dollars in thousands)(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2023
Tier 1 Leverage Capital
(to average assets)
Tier 1 Leverage Capital
(to average assets)
Tier 1 Leverage Capital
(to average assets)
Company
Company

Company

 

$

110,307

 

 

 

13.70

%

 

$

36,238

 

 

 

4.50

%

 

$

52,343

 

 

 

6.50

%

$298,920 8.10 8.10 %$147,616 4.00 4.00 %N/A

Bank Only

 

 

103,597

 

 

 

12.84

%

 

 

36,294

 

 

 

4.50

%

 

 

52,425

 

 

 

6.50

%

Bank Only333,848 9.06 9.06 %147,469 4.00 4.00 %184,336 5.00 5.00 %

Leverage Capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital (to risk-weighted assets)
Company
Company

Company

 

 

113,807

 

 

 

12.46

%

 

 

36,529

 

 

 

4.00

%

 

 

45,661

 

 

 

5.00

%

295,450 9.10 9.10 %146,137 4.50 4.50 %N/A

Bank Only

 

 

103,597

 

 

 

11.35

%

 

 

36,524

 

 

 

4.00

%

 

 

45,655

 

 

 

5.00

%

Bank Only333,848 10.30 10.30 %145,875 4.50 4.50 %210,708 6.50 6.50 %

Tier I Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital (to risk-weighted assets)
Company
Company

Company

 

 

113,807

 

 

 

14.13

%

 

 

48,317

 

 

 

6.00

%

 

 

64,423

 

 

 

8.00

%

298,920 9.20 9.20 %194,849 6.00 6.00 %N/A

Bank Only

 

 

103,597

 

 

 

12.84

%

 

 

48,317

 

 

 

6.00

%

 

 

64,253

 

 

 

8.00

%

Bank Only333,848 10.30 10.30 %194,500 6.00 6.00 %259,334 8.00 8.00 %

Total Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

133,518

 

 

 

16.58

%

 

 

64,423

 

 

 

8.00

%

 

 

80,528

 

 

 

10.00

%

Bank Only

 

 

113,308

 

 

 

14.05

%

 

 

64,523

 

 

 

8.00

%

 

 

80,653

 

 

 

10.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I risk-based capital ratio

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

Company

 

$

66,494

 

 

 

9.98

%

 

$

29,990

 

 

 

4.50

%

 

$

43,319

 

 

 

6.50

%

385,464 11.87 11.87 %259,799 8.00 8.00 %N/A

Bank Only

 

 

77,756

 

 

 

11.67

%

 

 

29,984

 

 

 

4.50

%

 

 

43,311

 

 

 

6.50

%

Bank Only375,320 11.58 11.58 %259,334 8.00 8.00 %324,167 10.00 10.00 %

Leverage Capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022
Tier 1 Leverage Capital
(to average assets)
Tier 1 Leverage Capital
(to average assets)
Tier 1 Leverage Capital
(to average assets)
Company
Company

Company

 

 

69,994

 

 

 

8.95

%

 

 

31,286

 

 

 

4.00

%

 

 

39,107

 

 

 

5.00

%

$204,585 8.07 8.07 %$101,460 4.00 4.00 %N/A

Bank Only

 

 

77,756

 

 

 

9.94

%

 

 

31,280

 

 

 

4.00

%

 

 

39,099

 

 

 

5.00

%

Bank Only201,783 7.96 7.96 %101,350 4.00 4.00 %126,687 5.00 5.00 %

Tier I Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital (to risk-weighted assets)
Company
Company
Company201,085 11.06 %81,834 4.50 %N/A
Bank OnlyBank Only201,783 11.12 %81,623 4.50 %117,900 6.50 %
Tier 1 Capital (to risk-weighted assets)
Company
Company

Company

 

 

69,994

 

 

 

10.50

%

 

 

39,987

 

 

 

6.00

%

 

 

53,316

 

 

 

8.00

%

204,585 11.25 11.25 %109,112 6.00 6.00 %N/A

Bank Only

 

 

77,756

 

 

 

11.67

%

 

 

39,979

 

 

 

6.00

%

 

 

53,306

 

 

 

8.00

%

Bank Only201,783 11.12 11.12 %108,830 6.00 6.00 %145,107 8.00 8.00 %

Total Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company

 

 

88,222

 

 

 

13.24

%

 

 

53,316

 

 

 

8.00

%

 

 

66,645

 

 

 

10.00

%

Company
Company252,405 13.88 %145,483 8.00 %N/A

Bank Only

 

 

85,983

 

 

 

12.90

%

 

 

53,306

 

 

 

8.00

%

 

 

66,632

 

 

 

10.00

%

Bank Only224,545 12.38 12.38 %145,107 8.00 8.00 %181,384 10.00 10.00 %


(1) Presents the minimum capital adequacy requirements that apply to the Bank (excluding the capital conservation buffer) and the Company. The capital conservation buffer is an additional 2.5% of the amount necessary to meet the minimum risk-based capital requirements for total, tier 1, and common equity tier 1 risk-based capital. Prior to September 30, 2022, the Company operated under the Small Bank Holding Company Policy Statement and therefore was not subject to Basel III capital adequacy requirements.

103

Table of Contractual Obligations

Contents

Material Cash Requirements and Capital Resources
The following table summarizesprovides the material cash requirements from known contractual obligations and other commitments to make future payments (other than non-time deposit obligations), which consist of future cash payments associated with our contractual obligations as of December 31, 2018.

2023:
Payments Due by Period
(dollars in thousands)TotalLess than
1 Year
Over
1 year
Other (1)
Cash requirements
Time Deposits$18,358 $13,999 $4,359 $— 
Subordinated notes45,000 — 45,000 — 
Junior subordinated debentures3,609 — 3,609 — 
Deferred compensation plans760 175 585 — 
Operating leases7,335 1,016 6,319 — 
Non-maturity deposits3,342,005 — — 3,342,005 
Equity investment commitment653 653 — — 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

Less than

 

 

1 to 2

 

 

2 to 5

 

 

More than

 

(Dollars in thousands)

 

Total

 

 

1 Year

 

 

Years

 

 

Years

 

 

5 Years

 

Contractual Cash Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time Deposits

 

$

97,044

 

 

$

67,588

 

 

$

17,742

 

 

$

11,714

 

 

$

 

FHLB advances

 

 

20,000

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

Subordinated note

 

 

10,000

 

 

 

 

 

 

 

 

 

4,500

 

 

 

5,500

 

Junior subordinated debentures

 

 

3,609

 

 

 

 

 

 

 

 

 

 

 

 

3,609

 

Deferred compensation plans

 

 

1,636

 

 

 

175

 

 

 

175

 

 

 

526

 

 

 

760

 

Operating leases

 

 

9,240

 

 

 

1,336

 

 

 

1,342

 

 

 

3,657

 

 

 

2,905

 

Capital leases

 

 

76

 

 

 

70

 

 

 

6

 

 

 

 

 

 

 

For a discussion(1)Represents the undefined maturity of our borrowings, see “—Financial Condition—Borrowings.”

non-maturing deposits, including noninterest bearing demand deposits, interest bearing demand deposits, money market accounts, savings accounts and brokered deposits, which can generally be withdrawn on demand.

We believe that will we be ablemaintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our contractual obligations as they come due. Adequateoperating, investing and financing activities during any given period. Cash on hand, cash levelsat third-party banks, investments available-for-sale and maturing or prepaying balances in our investment and loan portfolios are expectedour most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail, commercial, and BaaS deposits, advances from the FHLB and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from the Federal Reserve discount window, draws on established federal funds lines from unaffiliated commercial banks, funds from online rate services, brokered funds, a one-way buy through profitability, repayments from loansan ICS account, and securities, deposit gathering activity, access to borrowing sources and periodic loan sales.

Off-Balance Sheet Items

the issuance of debt or equity securities.

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

Our commitments associated with outstanding commitments to extend credit and standby and commercial letters of credit are summarized below. Since commitments associated with commitments to extend credit and letters of credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

 

 

As of December 31,

 

(Dollars in thousands)

 

2018

 

 

2017

 

Commitments to extend credit:

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

47,033

 

 

$

38,958

 

Construction – commercial real estate

 

 

33,128

 

 

 

3,343

 

Construction – residential real estate

 

 

30,269

 

 

 

27,447

 

Commercial real estate

 

 

12,871

 

 

 

4,757

 

Residential real estate

 

 

12,543

 

 

 

12,488

 

Other

 

 

656

 

 

 

846

 

Total commitments to extend credit

 

$

136,500

 

 

$

87,839

 

Standby letters of credit

 

$

2,331

 

 

$

2,004

 

As of December 31, 2023 we had $2.34 billion in commitments to extend credit, compared to $2.20 billion as of December 31, 2022. The $144.3 million increase is largely attributed to an increase of $222.2 million in consumer and other loan commitments, related to CCBX consumer loans, $163.9 million decrease in commercial and industrial capital call line commitments, $17.0 million decrease in commercial construction loans and $91.2 million increase in residential real estate commitments, related to CCBX loans.

104

Table of Contents
The following table presents commitments associated with outstanding commitments to extend credit, standby and commercial letters of credit and equity investment commitments as of the periods indicated:
(dollars in thousands)As of December 31, 2023As of December 31, 2022
Commitments to extend credit:
Commercial and industrial loans$86,134 $81,568 
Commercial and industrial loans - capital call lines608,837 772,732 
Construction – commercial real estate loans92,709 109,715 
Construction – residential real estate loans20,825 32,827 
Residential real estate loans465,887 374,735 
Commercial real estate loans54,289 35,024 
Consumer and other loans1,015,738 793,563 
Total commitments to extend credit$2,344,419 $2,200,164 
Standby letters of credit$1,096 $3,064 
Equity investment commitment$653 $988 
Commitments to extend credit on CCBX loans are included in the table above and are summarized below:
(dollars in thousands)As of December 31, 2023As of December 31, 2022
Commitments to extend credit:
Commercial and industrial loans$617,981 $773,684 
Residential real estate loans418,761 329,193 
Consumer and other loans1,015,156 792,447 
Total commitments to extend credit$2,051,898 $1,895,324 
We have portfolio limits with our each of our partners to manage loan concentration risk, liquidity risk, and counter-party partner risk. For example, as of December 31, 2023, capital call lines outstanding balance totaled $87.5 million, and while commitments totaled $608.8 million the commitments are cancelable, and are also limited to a maximum of $350.0 million by agreement with the partner.
The following table shows the CCBX maximum portfolio sizes by loan category as of December 31, 2023.
As of December 31, 2023As of December 31, 2022
(dollars in thousands)Type of LendingMaximum Portfolio SizeIncrease/(decrease)
Commercial and industrial loans:
Capital call linesBusiness - Venture Capital$350,000 $350,000 $— 
All other commercial & industrial loansBusiness - Small Business305,905 65,856 240,049 
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards375,000 250,000 125,000 
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer756,614 600,770 155,844 
Installment loansConsumer933,374 1,048,134 (114,760)
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer709,108 190,240 518,868 
$3,430,001 $2,505,000 $925,001 
Total Existing Portfolio Size$1,195,938 $1,012,504 $183,434 
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Table of Contents
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by us, upon extension of credit, is based on management’s credit evaluation of the customer.

As of December 31, 2023, $1.63 billion in commitments to extend credit are unconditionally cancelable, compared to $1.57 billion at December 31, 2022. The increase in unconditionally cancelable commitments is attributed to growth in CCBX loans. Commitments that are unconditionally cancelable allow us to better manage loan growth, credit concentrations and liquidity. We also limit CCBX partners to a maximum aggregate customer loan balance originated and held on our balance sheet, as shown in the table above.

Standby and commercial letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, we have rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or marketable securities. Our credit risk associated with issuing letters of credit is essentially the same as the risk involved in extending loan facilities to our customers.

We believe that we will be able to meet our long-term cash requirements as they come due. Adequate cash levels are generated through profitability, repayments from loans and securities, deposit gathering activity, access to borrowing sources and periodic loan sales.
Selected Financial Information
The following table shows the Company’s key performance ratios for the periods indicated.
Twelve Months Ended
December 31,
2023
December 31,
2022
December 31,
2020
December 31,
2019
December 31,
2018
Return on average assets1.28 %1.38 %0.98 %1.28 %1.14 %
Return on average equity16.41 %18.24 %11.44 %11.29 %11.40 %
Yield on earnings assets9.82 %6.68 %4.21 %4.90 %4.72 %
Yield on loans receivable10.60 %8.12 %4.64 %5.38 %5.18 %
Cost of funds2.91 %0.75 %0.40 %0.73 %0.52 %
Cost of deposits2.87 %0.71 %0.35 %0.65 %0.42 %
Net interest margin7.10 %5.97 %3.83 %4.23 %4.24 %
Noninterest expense to average assets5.90 %5.65 %2.47 %3.01 %3.09 %
Noninterest income to average assets5.97 %4.23 %0.53 %0.80 %0.64 %
Efficiency ratio45.92 %56.26 %58.14 %61.79 %65.08 %
Loans receivable to deposits (1)
90.1 %93.2 %108.9 %97.0 %95.6 %
(1)Including loans held for sale
CCBX – BaaS Reporting Information
During the year ended December 31, 2023, $177.8 million was recognized in noninterest income BaaS credit enhancements related to the establishment of a credit enhancement asset for credit losses indemnified by our strategic partners and reserved for unfunded commitments for CCBX partner loans and deposits. Agreements with our CCBX partners provide for a credit enhancement provided by the partner which protects the Bank by indemnifying and/or reimbursing incurred losses. In accordance with accounting guidance, we estimate and record a provision for expected losses for these CCBX loans, unfunded commitments and negative deposit accounts. When the provision for credit losses - loans and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancements) in recognition of the CCBX partner legal commitment to indemnify or reimburse losses. The credit enhancement asset is relieved as credit enhancement payments and recoveries are received from the CCBX partner or taken from the partner's cash reserve account. Agreements with our CCBX partners also provide protection to the Bank from fraud by indemnifying or reimbursing incurred fraud losses. BaaS fraud
106

Table of Contents
includes noncredit fraud losses on loans and deposits originated through partners. Fraud losses are recorded when incurred as losses in noninterest expense, and the enhancement received from the CCBX partner is recorded in noninterest income, resulting in a net impact of zero to the income statement. CCBX partners also pledge a cash reserve account at the Bank which the Bank can collect from when losses occur that is then replenished by the partner on a regular interval. Although agreements with our CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by indemnifying or reimbursing incurred credit and fraud losses, if our partner is unable to fulfill its contracted obligations to replenish its cash reserve account then the Bank would be exposed to additional loan and deposit losses, as a result of this counterparty risk. If a CCBX partner does not replenish their cash reserve account then the Bank can declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit and fraud enhancements. The Bank would write-off any remaining credit enhancement asset from the CCBX partner not covered by the cash pledge account but would retain the full yield and any fee income on the loan going forward, and BaaS loan expense for that CCBX partner would cease once default occurred and payments to the CCBX partner were stopped.
For CCBX partner loans the Bank records contractual interest earned from the borrower on loans in interest income, adjusted for origination costs which are paid or payable to the CCBX partner. BaaS loan expense represents the amount paid or payable to partners for credit and fraud enhancements and servicing CCBX loans. To determine net BaaS loan income earned from CCBX loan relationships, the Bank takes BaaS loan interest income and deducts BaaS loan expense to arrive at net BaaS loan income which can then be compared to interest income on the Company’s community bank loans.
The following table illustrates how CCBX partner loan income and expenses are recorded in the financial statements:
Loan income and related loan expenseYear. Ended
(dollars in thousands)December 31,
2023
December 31,
2022
December 31,
2021
BaaS loan interest income$204,458 $102,808 $6,532
Less: BaaS loan expense86,900 53,294 2,976
Net BaaS loan income (1)
117,558 49,514 3,556
Net BaaS loan income divided by average BaaS loans (1)
9.71 %6.67 %2.43 %
Yield on loans16.89 %13.85 %4.46 %
(1)A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.

The increased activity of CCBX partners has resulted in increases in direct fees, expenses and interest for the year ended December 31, 2023 compared to the year ended December 31, 2022. The following tables are a summary of the direct fees, expenses and interest components of BaaS for the periods indicated and are not inclusive of all income and expense related to BaaS.
Interest incomeYear Ended
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
December 31,
2021
Loan interest income$204,458 $102,808 $6,532 
Total BaaS interest income$204,458 $102,808 $6,532 
Interest expenseYear Ended
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
December 31,
2021
BaaS interest expense$71,646 $16,108 $99 
Total BaaS interest expense$71,646 $16,108 $99 
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Table of Contents
Year Ended
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
December 31,
2021
BaaS program income:
Servicing and other BaaS fees$3,855 $4,408 $4,467 
Transaction fees4,011 3,211 544 
Interchange fees4,252 2,583 701 
Reimbursement of expenses4,175 2,732 1,004 
BaaS program income16,293 12,934 6,716 
BaaS indemnification income:
BaaS credit enhancements177,764 76,374 9,086 
BaaS fraud enhancements7,165 29,571 1,505 
BaaS indemnification income184,929 105,945 10,591 
Total noninterest BaaS income$201,222 $118,879 $17,307 
Year Ended
(dollars in thousands; unaudited)December 31,
2023
December 31,
2022
December 31,
2021
BaaS loan expense$86,900 $53,294 $2,976 
BaaS fraud expense7,165 29,571 1,505 
Total BaaS loan and fraud expense$94,065 $82,865 $4,481 
GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures
The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. 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 these adjusted measures, this presentation may not be comparable to other similarly titled adjusted measures reported by other companies.
The following non-GAAP measure is presented to illustrate the impact of BaaS loan expense on net loan income and yield on CCBX loans.
Net BaaS loan income divided by average CCBX loans is a non-GAAP measure that includes the impact BaaS loan expense on net BaaS loan income and the yield on CCBX loans. The most directly comparable GAAP measure is yield on CCBX loans.
The following non-GAAP measure is presented to illustrate the impact of BaaS loan expense on net interest income and net interest margin.
Net interest income net of BaaS loan expense is a non-GAAP measure that includes the impact BaaS loan expense on net interest income. The most directly comparable GAAP measure is net interest income.
Net interest margin, net of BaaS loan expense is a non-GAAP measure that includes the impact of BaaS loan expense on net interest rate margin. The most directly comparable GAAP measure is net interest margin.
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Table of Contents
Reconciliations of the GAAP and non-GAAP measures are presented in the following table.
As of and for the Year Ended
(dollars in thousands)December 31,
2023
December 31,
2022
December 31,
2021
Net BaaS loan income divided by average CCBX loans:
CCBX loan yield (GAAP)16.89 %13.85 %4.46 %
Total average CCBX loans receivable$1,210,413$742,392$146,304
Interest and earned fee income on CCBX loans (GAAP)204,458102,8086,532
BaaS loan expense(86,900)(53,294)      (2,976) 
Net BaaS loan income$117,558$49,514$3,556
Net BaaS loan income divided by average CCBX loans9.71 %6.67 %2.43 %
Net interest margin, net of BaaS loan expense:
CCBX interest margin9.65 %8.84 %4.40 %
CCBX earning assets1,574,3341,027,556146,304
Net interest income151,88390,8066,433
Less: BaaS loan expense      (86,900)       (53,294)       (2,976) 
Net interest income, net of BaaS
   loan expense
$64,983$37,512$3,457
CCBX net interest margin, net of BaaS loan expense4.13 %3.65 %2.36 %
Quantitative and Qualitative Disclosures about Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earninginterest earning assets and interest-bearinginterest bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential for 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 decrease in current fair market values. Our 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.

The FOMC raised interest rates 0.25% in mid-March 2022, 1.25% in the second quarter of 2022, 1.50% in the third quarter of 2022, 1.25% in the fourth quarter of 2022, 0.50% in the first quarter 2023, and 0.25% in the second quarter 2023 and 0.25% in the third quarter of 2023 and then pausing at an upper Fed Funds target range of 5.50% through the fourth quarter of 2023. A potential decrease in rates is expected in the future although the timing and magnitude of such decreases is still uncertain. The impact of this and any future changes will impact financial results.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. 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.

Our exposure to interest rate risk is managed by the Asset Liability Committee or ALCO,(“ALCO”), of the Bank and reviewed by the Asset Liability and Investment Committee of our board of directors in accordance with policies approved by our board of directors. ALCO formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, ALCO considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, ALCO reviews liquidity, cash flows, maturities of deposits and consumer and commercial deposit activity. Management employs various methodologies to manage interest rate risk including an analysis of relationships between interest-earninginterest earning assets and interest-bearinginterest bearing liabilities and interest rate
109

Table of Contents
simulations using a model. The Asset Liability and Investment Committee of our board of directors meets quarterlyregularly to review the Bank’s interest rate risk profile, liquidity position, including contingent liquidity, and investment portfolio.

We use interest rate risk simulation models to test interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model, as are prepayment assumptions, maturity data and call options within the investment portfolio. Average life of non-maturity deposit accounts are based on historical decay rates and assumptions and are incorporated into the model. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

To help ensure the accuracy of the model, we perform a quarterly back test against our actual results.

On a quarterly basis, we run multiple simulations under two different premises of which one is a static balance sheet and the other is a dynamic growth balance sheet. The static balance sheet approach produces results that show the interest risk currently inherent in our balance sheet at that point in time. The dynamic balance sheet includes our projected growth levels going forward and produces results that shows how net income, net interest income, and interest risk change based on our projected growth. These simulations test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static and dynamic approaches, rates are shocked instantaneously and ramped over a 12-month horizon assuming parallel yield


curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulations are also conducted and involve analysis of net interest income and expense under various changes in the shape of the yield curve including a forward curve, flat curve, steepening curve, and an inverted curve. Our internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one- and two-year period should not decline by more than 10% for a 100 basis point shift, 15% for a 200 basis point shift, 20% for a 300 basis point shift, and 25% for a 400 basis point shift.

The following tables summarize the simulated change in net interest income over a 12-month horizon as of the dates indicated:

 

Estimated Increase (Decrease)

in Net Interest Income

 

(unaudited)
Change in Market Interest Rates
Change in Market Interest Rates

Change in Market Interest Rates

 

Twelve Month Projection

December 31, 2018

 

 

Twelve Month Projection

December 31, 2017

 

Twelve Month Projection
As of December 31, 2023
Twelve Month Projection
As of December 31, 2022

Static Balance Sheet and Rate Shifts

 

 

 

 

 

 

 

 

+400 basis points
+400 basis points

+400 basis points

 

 

15.2

%

 

 

13.2

%

(6.2)%15.2%

+300 basis points

 

 

11.2

 

 

 

9.7

 

+300 basis points(4.6)%11.4%

+200 basis points

 

 

7.4

 

 

 

6.4

 

+200 basis points(3.0)%7.6%

+100 basis points

 

 

3.7

 

 

 

3.2

 

+100 basis points(1.4)%3.8%

-100 basis points

 

 

(1.5

)

 

 

(2.8

)

-100 basis points1.1%(4.1)%

-200 basis points

 

 

(8.7

)

 

 

(8.1

)

-200 basis points1.8%(8.5)%

-300 basis points

 

 

(14.0

)

 

 

(10.4

)

-300 basis points2.1%(13.0)%
-400 basis points-400 basis points2.2%(18.8)%

 

 

 

 

 

 

 

 

Dynamic Balance Sheet and Rate Shifts

 

 

 

 

 

 

 

 

Dynamic Balance Sheet and Rate Shifts
Dynamic Balance Sheet and Rate Shifts
+400 basis points
+400 basis points

+400 basis points

 

 

17.9

 

 

 

16.1

 

(1.3)%17.6%

+300 basis points

 

 

13.2

 

 

 

11.9

 

+300 basis points(0.9)%13.2%

+200 basis points

 

 

8.8

 

 

 

7.8

 

+200 basis points(0.5)%8.8%

+100 basis points

 

 

4.4

 

 

 

3.9

 

+100 basis points(0.2)%4.4%

-100 basis points

 

 

(2.3

)

 

 

(3.6

)

-100 basis points(0.1)%(4.6)%

-200 basis points

 

 

(10.1

)

 

 

(9.8

)

-200 basis points(0.6)%(9.5)%

-300 basis points

 

 

(16.2

)

 

 

(12.5

)

-300 basis points(1.5)%(14.5)%
-400 basis points-400 basis points(2.8)%(20.8)%

110

Table of Contents
The results illustrate that the BankCompany’s static balance sheet has shifted to liability sensitive, however, the dynamic balance sheet is fairly neutral to rate shifts. As the Company’s composition has shifted over time due to the growth of the CCBX segment to more variable/adjustable in nature, our interest rate risk profile has been mitigated, reducing variability in both rising and falling rate environments, as the community bank and CCBX segments work to offset one another. The community bank segment remains asset sensitive and generally performs better in an increasing interest rate environment. The resultsFor the community bank, the drivers are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interestoffering rates on these community bank deposits change more slowly than changes in short-term market rates. For the discountCCBX segment, the offering rates on the loan portfolio are modeled using partner contractual net yields which mostly adjust with market shifts. For this CCBX portfolio, the offering rates on the majority of the loans and federal fundsthe deposits nearly fully reprice with changes in market rates. This assumptionHowever, during the fourth quarter 2023, one of the material CCBX lending partners contractual yields converted to a fixed rate product, continuing to reduce the overall variability in the Company’s balance sheet. As of December 31, 2023 the overall Company’s funding mix is incorporated intonow more heavily weighted towards the simulation model.CCBX deposits which are primarily variable rate deposits aiding with the neutrality of the balance sheet and the overall shift to liability sensitive. The assumptions incorporated into the simulation model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact ofthat fluctuations in market interest rates have on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions, the shape of the interest yield curve, and the application and timing of various assumptions and strategies.


Impact of Inflation

Our consolidated financial statements and related notes to those financial statements included elsewhere in this reportReport on Form 10-K have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.


Critical Accounting Policies

Our accounting policies are integral to understanding our resultsFor further discussion of operations. Our accounting policies are described in greater detail in Note 1the risks to our consolidated financial statements included elsewhere is this report. We believe that of our accounting policies,business resulting from inflation, see “Item 1A. Risk Factors” and the following may involve a higher degree of judgment and complexity:

Securities

Securitiessection captioned “Risks Related to Credit Matters-We are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value. Unrealized gains and losses are excluded from earnings and reported in other comprehensive income. Securities within the available for sale portfolio may be used as part of our asset/liability strategy and may be sold in responsesubject to changes in interest rate risk prepayment risk or other similar economic factors. Securities held to maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts.

Interest earned on these assets is included in interest income. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized using the level-yield method, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates debt securities for other-than-temporary impairment, or OTTI, on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement, and (2) OTTI related to other factors, which is recognized in other comprehensive income, net of applicable taxes. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the security.

Loans Held for Investment

Loans held for investment are those that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Loans are typically secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Interest income is accrued on the unpaid principal balance. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income using a level yield methodology and a method approximating the level yield methodology.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable and reasonably estimable credit losses inherent in the loan portfolio. In determining the allowance, the Company estimates losses on individual impaired loans, or groups of loans which are not impaired, where the probable loss can be identified and reasonably estimated. On a quarterly basis, the Company assesses the risk inherent in the Company’s loan portfolio based on qualitative and quantitative trends in the portfolio, including the internal risk classification of loans, historical loss rates, changes in the nature and volume of the loan portfolio, industry or borrower concentrations, delinquency trends, detailed reviews of significant loans with identified weaknesses and the impacts of local, regional and national economic factors on the quality of the loan portfolio. Based on this analysis, the Company records a provision for loan losses to maintain the allowance at appropriate levels.


Determining the amount of the allowance is considered a critical accounting estimate, as it requires significant judgment and the use of subjective measurements, including management’s assessment of overall portfolio quality. The Company maintains the allowance at an amount the Company believes is sufficient to provide for estimated losses inherent in the Company’s loan portfolio at each balance sheet date, and fluctuations in the provision for loan lossesinterest rates may result from management’s assessment of the adequacy of the allowance. Changes in these estimates and assumptions are possible and may have a material impact on the Company’s allowance, and therefore the Company’s financial position, liquidity or results of operations.

Transfers of Financial Assets

Management accounts for the transfers of financial assets as sales when control over the assets has been surrendered. Control is surrendered when the assets have been isolated, a transferee obtains the right to pledge or exchange the transferred assets and there is no agreement to repurchase the assets before their maturity. Management believes the loan participations sold subject to this guidance met the condition to be treated as a sale.

Stock-based Compensation

We grant stock options and restricted stock toadversely affect our employees and directors. We record the related compensation expense based on the grant date fair value calculated in accordance with the authoritative guidance issued by FASB. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. We estimate the grant date fair value of stock options using the Black-Scholes valuation model. Stock-based compensation expense related to awards of restricted stock is based on the fair value at the grant date.

The determination of fair value using the Black-Scholes model is affected by the price of our common stock, as well as the input of other subjective assumptions. These assumptions include, but are not limited to, the expected term of stock options and our stock price volatility. As there has been no public market for our common stock prior to July 20, 2018, the estimated fair value of our common stock was determined by our board of directors as of the date of each option grant, with input from management, based on our board of directors’ assessment of objective and subjective factors that it believed were relevant. The factors considered by our board of directors included the prices of known transactions in our common stock, the book value per share of our common stock, and our board of directors’ understanding of pricing multiples for comparable financial institutions that were not publicly traded.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense could have been materially different.

Emerging Growth Company

The JOBS Act permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. However, we have decided not to take advantage of this provision. As a result, we will comply with new or revised accounting standards to the same extent that compliance is required for non-emerging growth companies. Our decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Recently Issued Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently issued but not adopted by us as of December 31, 2018, see Note 2 of our audited consolidated financial statements included elsewhere in this report.

earnings.”


Item 7A.     Quantitative and QualitativeQualitative Disclosure About Market Risk

The information required by this item is incorporated herein by reference to the section captioned “Item 7:7. Management’s Discussion and Analysis of Results of OperationsFinancial Condition and Financial Condition.Operations-Quantitative and Qualitative Disclosures about Market Risk.

Item 8.     Financial Statements

and Supplementary Data

The information required by this item is included beginning on page F-1follows.
111

Table of this report.

Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief 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 Exchange Act) as of December 31, 2018. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well-designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.  Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported as of the end of the period covered by this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

This annual report does not include a management’s report regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Item 9B.    Other Information

None.


ContentsPART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

For information relating to the directors of the Company, the section captioned “Items to be Voted on by Stockholders—Item 1—Election of Directors” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.

Executive Officers

For information relating to officers of the Company, see Part I, Item 1, “Business— Executive Officers” to this Annual Report on Form 10-K.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

For information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, the cover page to this Annual Report on Form 10-K and the section captioned “Other Information Relating to Directors and Executive Officers—Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders are incorporated herein by reference.

Disclosure of Code of Ethics

For information concerning the Company’s Code of Ethics, the information contained under the section captioned “Corporate Governance—Code of Ethics and Business Conduct” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated by reference. A copy of the Code of Ethics and Business Conduct is available to stockholders on the Company’s website at www.coastalbank.com.

Corporate Governance

For information regarding the Audit Committee and its composition and the audit committee financial expert, the section captioned “Corporate Governance — Committees of the Board of Directors — Audit Committee” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.

Item 11. Executive Compensation

Executive Compensation

For information regarding executive compensation, the sections captioned “Executive Compensation” and “Director Compensation” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders are incorporated herein by reference.

Corporate Governance

For information regarding the compensation committee report, the section captioned “Report of the Compensation Committee” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)                  Security Ownership of Certain Beneficial Owners

Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders.

(b)                  Security Ownership of Management

Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders.

(c)                   Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person or securities of the Company the operation of which may at a subsequent date result in a change in control of the registrant.

(d)                  Equity Compensation Plan Information

The following table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants and rights under all of the Company’s equity compensation plans as of December 31, 2018.

 

 

(a)

Number of

securities to be

issued upon

exercise of

outstanding

options

 

 

(b)

Weighted-

average

exercise price

of outstanding

options

 

 

(c)

Number of

securities

remaining

available

for issuance

under

equity

compensation

plans

(excluding

securities

reflected

in column (a))

 

Equity compensation plan approved by stockholders

 

 

688,310

 

 

$

6.39

 

 

 

487,000

 

Equity compensation plan not approved by shareholders

 

 

 

 

 

 

 

 

 

Total

 

 

688,310

 

 

$

6.39

 

 

 

487,000

 


Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

For information regarding certain relationships and related transactions, the section captioned “Other Information Relating to Directors and Executive Officers—Transactions with Related Persons” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.

Corporate Governance

For information regarding director independence, the section captioned “Corporate Governance—Director Independence” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

For information regarding the principal accountant fees and expenses, the section captioned “Items to Be Voted on By Stockholders—Item 2—Ratification of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders is incorporated herein by reference.


PART IV

Item 15.Exhibits and Financial Statement Schedules

(1)

The financial statements required in response to this item are incorporated herein by reference from Item 8 of this Annual Report on Form 10-K.

(2)

All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(3)

Exhibits

  No.

Description

Location

  3.1

Second Amended and Restated Certificate of Incorporation of Coastal Financial Corporation

Incorporated herein by reference to

Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

  3.2

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Coastal Financial Corporation

Incorporated herein by reference to

Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

  3.3

Amended and Restated Bylaws of Coastal Financial Corporation

Incorporated herein by reference to

Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

  4.0

Form of Common Stock Certificate of Coastal Financial Corporation

Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request.

Incorporated herein by reference to

Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.1

2006 Stock Option and Equity Compensation Plan+

Incorporated herein by reference to

Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.2

Directors’ Stock Bonus Plan+

Incorporated herein by reference to

Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.3

2018 Omnibus Incentive Plan+

Incorporated herein by reference to

Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018


10.4

Coastal Financial Corporation Annual Incentive Plan+

Incorporated herein by reference to

Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File

No. 333-225715), initially filed on June 19, 2018

10.5

Amended and Restated Employment Agreement by and among Coastal Financial Corporation, Coastal Community Bank, and Eric M. Sprink+

Incorporated herein by reference to

Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.6

Amended and Restated Change in Control Severance Agreement by and among Coastal Financial Corporation, Coastal Community Bank, and Joel Edwards+

Incorporated herein by reference to

Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.7

Commercial Real Estate Lease between JMHLS, LLC and Coastal Community Bank dated June 4, 2008

Incorporated herein by reference to

Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.8

First Amendment of Commercial Real Estate Lease between JMHLS, LLC and Coastal Community Bank dated March 26, 2018

Incorporated herein by reference to

Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.9

Lease dated October 21, 1996, between certain persons and Coastal Community Bank

Incorporated herein by reference to

Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.10

Lease Amendment 1.0 dated as of August 15, 2006, between certain persons and Coastal Community Bank

Incorporated herein by reference to

Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.11

Lease Amendment 2.0 dated as of March 31, 2008, between certain persons and Coastal Community Bank

Incorporated herein by reference to

Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.12

Lease Amendment 3.0 dated as of June 29, 2009, between certain persons and Coastal Community Bank

Incorporated herein by reference to

Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.13

Investment Agreement dated as of March 30, 2011, between Coastal Financial Corporation and Steven D. Hovde

Incorporated herein by reference to

Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018


10.14

Investment Agreement dated as of March  30, 2011, between Coastal Financial Corporation and Montlake Capital II, L.P. and Montlake Capital II-B, L.P.

Incorporated herein by reference to

Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File

No. 333-225715), initially filed on June 19, 2018

10.15

Investment Agreement dated as of March  20, 2012, between Coastal Financial Corporation and Montlake Capital II, L.P. and Montlake Capital II-B, L.P.

Incorporated herein by reference to

Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.16

First Amendment to Investment Agreement dated as of May 9, 2018, between Coastal Financial Corporation and Steven D. Hovde

Incorporated herein by reference to

Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.17

First Amendment to Investment Agreements dated as of May 9, 2018, between Coastal Financial Corporation and Montlake Capital II, L.P. and Montlake Capital II-B, L.P.

Incorporated herein by reference to

Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), initially filed on June 19, 2018

10.18

Program Agreement dated as of September 26, 2018 by and between Coastal Community Bank and Aspiration Financial, LLC#  

Incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A (File No. 001-38589) filed on March 21, 2019.

21.0

Subsidiaries

Filed herewith

23.1

Consent of Moss Adams LLP

Filed herewith

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Filed herewith

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Filed herewith

32.0

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

Filed herewith

101.0

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements

Filed herewith

+

Management contract or compensatory plan, contract or arrangement.

#

Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.

Item 16.Form 10-K Summary

None.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

COASTAL FINANCIAL CORPORATION

Dated:

March 27, 2019

/s/Eric M. Sprink

Eric M. Sprink

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name

Title

Date

/s/Eric M. Sprink

Eric M. Sprink

President and Chief Executive Officer and Director

(principal executive officer)

March 27, 2019

/s/Joel G. Edwards

Joel G. Edwards

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

March 27, 2019

/s/Andrew P. Skotdal

Andrew P. Skotdal

Chairman of the Board

March 27, 2019

/s/ Christopher D. Adams

Christopher D. Adams

Vice Chairman of the Board

March 27, 2019

/s/ Andrew R. Dale

Andrew R. Dale

Director

March 27, 2019

/s/ John M. Haugen, Jr.

John M. Haugen, Jr.

Director

March 27, 2019

/s/ Steven D. Hovde

Steven D. Hovde

Director

March 27, 2019

/s/ Stephan Klee

Stephan Klee

Director

March 27, 2019

/s/ Thomas D. Lane

Thomas D. Lane

Director

March 27, 2019

/s/ Gregory A. Tisdel

Gregory A. Tisdel

Director

March 27, 2019


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Coastal Financial Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Coastal Financial Corporation and Subsidiarysubsidiaries (the “Company”) as of December 31, 20182023 and 2017,2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years thenin the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidatedfinancial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20182023 and 2017,2022, and the consolidated results of its operations and its cash flows for each of the three years thenin the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2024 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, in the year ended December 31, 2023, the Company adopted new accounting guidance Accounting Standards Update 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements.
Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 1 and 4 to the consolidated financial statements, the balance of the Company’s allowance for credit losses – loans was $117 million at December 31, 2023. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans held for investment to present the net carrying value at the amount expected to be collected. The allowance for credit losses – loans is maintained at a level sufficient to provide for expected credit losses over the lives of the loans based on evaluating historical credit loss experience and making qualitative reserve factor adjustments to historical loss information for each loan category for differences in the specific risk characteristics in the current loan portfolio based on reasonable and supportable forecasts. These qualitative reserve factors include
112

Table of Contents
borrower’s financial condition and credit rating, volume and severity of delinquent and classified loans, and environmental business conditions to capture general and economic market conditions.

We identified the estimation of qualitative reserve factors used in the allowance for credit losses – loans, as a critical audit matter. The qualitative reserve factors are used to estimate credit losses related to matters that are not captured in the historical loss component of the allowance for credit losses – loans, and are based on management’s evaluation of available internal and external data. Auditing management’s judgments regarding the qualitative reserve factors applied to the allowance for credit losses - loans involved especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.

The primary procedures we performed to address this critical audit matter included:
Testing the design, implementation, and operating effectiveness of controls relating to management’s calculation of the allowance for credit losses - loans, including controls over the identification and assessment of the qualitative reserve factors used.
Obtaining management’s analysis and supporting documentation related to the qualitative reserve factors, and testing whether the factors used in the calculation of the allowance for credit losses – loans, are supported by the analysis provided by management.
Testing the appropriateness of the methodology and significant assumptions used in the calculation of the allowance for credit losses – loans, testing completeness and accuracy of the data used in the calculation, testing estimation and application of the qualitative reserve factors determined by management and used in the calculation, and recalculating the balance of the allowance for credit losses – loans.

/s/ Moss Adams LLP

Everett, WA

Washington,

March 27, 2019

15, 2024

We have served as the Company’s auditor since 2016.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Coastal Financial Corporation

Opinion on Internal Control over Financial Reporting
We have audited Coastal Financial Corporation and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of Coastal Financial Corporation and subsidiaries as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidatedfinancial statements”) and our report dated March 15, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Moss Adams LLP
Everett, Washington,
March 15, 2024
We have served as the Company’s auditor since 2016.
114

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

ASSETS

ASSETS

 

ASSETS

 

December 31,

 

 

December 31,

 

 

2018

 

 

2017

 

December 31,
2023
December 31,
2023
December 31,
2022

Cash and due from banks

 

$

16,315

 

 

$

13,787

 

Interest earning deposits with other banks (restricted cash of $24,004 and $17,332

at December 31, 2018 and December 31, 2017, respectively)

 

 

109,467

 

 

 

75,964

 

Interest earning deposits with other banks

Investment securities, available for sale, at fair value

 

 

36,660

 

 

 

36,927

 

Investment securities, held to maturity, at amortized cost

 

 

1,262

 

 

 

1,409

 

Other investments

 

 

3,766

 

 

 

3,680

 

Loans receivable

 

 

767,899

 

 

 

656,788

 

Allowance for loan losses

 

 

(9,407

)

 

 

(8,017

)

Loans receivable
Loans receivable
Allowance for credit losses

Total loans receivable, net

 

 

758,492

 

 

 

648,771

 

CCBX credit enhancement asset
CCBX receivable

Premises and equipment, net

 

 

13,167

 

 

 

13,121

 

Operating lease right-of-use assets

Accrued interest receivable

 

 

2,526

 

 

 

2,274

 

Bank-owned life insurance, net

 

 

6,688

 

 

 

6,500

 

Deferred tax asset, net

 

 

2,518

 

 

 

2,092

 

Other assets

 

 

1,249

 

 

 

1,228

 

Total assets

 

$

952,110

 

 

$

805,753

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES

 

 

 

 

 

 

 

 

Deposits

 

$

803,614

 

 

$

703,295

 

Federal Home Loan Bank (FHLB) advances

 

 

20,000

 

 

 

20,000

 

Subordinated debt

 

 

 

 

 

 

 

 

Principal amount $10,000 (less unamortized debt issuance costs of $35

and $50 at December 31, 2018 and December 31, 2017, respectively)

 

 

9,965

 

 

 

9,950

 

Junior subordinated debentures

 

 

 

 

 

 

 

 

Principal amount $3,609 (less unamortized debt issuance costs of $28

and $30 at December 31, 2018 and December 31, 2017, respectively)

 

 

3,581

 

 

 

3,579

 

Deposits
Deposits
Subordinated debt, net
Subordinated debt, net
Subordinated debt, net
Principal amount $45,000 (less unamortized debt issuance costs of $856 and $1,001) at December 31, 2023 and December 31, 2022, respectively
Principal amount $45,000 (less unamortized debt issuance costs of $856 and $1,001) at December 31, 2023 and December 31, 2022, respectively
Principal amount $45,000 (less unamortized debt issuance costs of $856 and $1,001) at December 31, 2023 and December 31, 2022, respectively
Junior subordinated debentures, net
Principal amount $3,609 (less unamortized debt issuance costs of $19 and $21 at December 31, 2023 and December 31, 2022, respectively)
Principal amount $3,609 (less unamortized debt issuance costs of $19 and $21 at December 31, 2023 and December 31, 2022, respectively)
Principal amount $3,609 (less unamortized debt issuance costs of $19 and $21 at December 31, 2023 and December 31, 2022, respectively)

Deferred compensation

 

 

1,078

 

 

 

1,175

 

Accrued interest payable

 

 

279

 

 

 

228

 

Operating lease liabilities
CCBX payable

Other liabilities

 

 

4,437

 

 

 

1,815

 

Total liabilities

 

 

842,954

 

 

 

740,042

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock, no par value:

 

 

 

 

 

 

 

 

Authorized: 25,000,000 shares at December 31, 2018 and December 31, 2017;

issued and outstanding: zero shares at December 31, 2018 and

December 31, 2017

 

 

 

 

 

 

Preferred stock, no par value:
Preferred stock, no par value:
Authorized: 25,000,000 shares at December 31, 2023 and December 31, 2022; issued and outstanding: zero shares at December 31, 2023 and December 31, 2022
Authorized: 25,000,000 shares at December 31, 2023 and December 31, 2022; issued and outstanding: zero shares at December 31, 2023 and December 31, 2022
Authorized: 25,000,000 shares at December 31, 2023 and December 31, 2022; issued and outstanding: zero shares at December 31, 2023 and December 31, 2022

Common stock, no par value:

 

 

 

 

 

 

 

 

Authorized: 300,000,000 shares at December 31, 2018 and December 31,

2017; 11,893,203 voting shares at December 31, 2018 issued and

outstanding and 8,887,457 voting and 361,444 nonvoting shares

at December 31, 2017 issued and outstanding

 

 

86,431

 

 

 

52,521

 

Authorized: 300,000,000 shares at December 31, 2023 and December 31, 2022; 13,304,339 shares at December 31, 2023 issued and outstanding and 13,161,147 shares at December 31, 2022 issued and outstanding
Authorized: 300,000,000 shares at December 31, 2023 and December 31, 2022; 13,304,339 shares at December 31, 2023 issued and outstanding and 13,161,147 shares at December 31, 2022 issued and outstanding
Authorized: 300,000,000 shares at December 31, 2023 and December 31, 2022; 13,304,339 shares at December 31, 2023 issued and outstanding and 13,161,147 shares at December 31, 2022 issued and outstanding

Retained earnings

 

 

24,021

 

 

 

14,134

 

Accumulated other comprehensive loss, net of tax

 

 

(1,296

)

 

 

(944

)

Total shareholders’ equity

 

 

109,156

 

 

 

65,711

 

Total liabilities and shareholders’ equity

 

$

952,110

 

 

$

805,753

 

See accompanying Notes to Consolidated Financial Statements.


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COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except for per share data)

 

Year ended December 31,

 

 

2018

 

 

2017

 

Year Ended December 31,Year Ended December 31,
2023202320222021

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

36,537

 

 

$

30,775

 

Interest and fees on loans
Interest and fees on loans
Interest on interest earning deposits with other banks

Interest on investment securities

 

 

618

 

 

 

534

 

Interest on interest earning deposits with other banks

 

 

1,432

 

 

 

666

 

Dividends on other investments

 

 

156

 

 

 

138

 

Total interest income

 

 

38,743

 

 

 

32,113

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

Interest on deposits

 

 

3,141

 

 

 

2,139

 

Interest on deposits
Interest on deposits

Interest on borrowed funds

 

 

785

 

 

 

736

 

Total interest expense

 

 

3,926

 

 

 

2,875

 

Net interest income

 

 

34,817

 

 

 

29,238

 

PROVISION FOR LOAN LOSSES

 

 

1,826

 

 

 

870

 

Net interest income after provision for loan losses

 

 

32,991

 

 

 

28,368

 

PROVISION FOR CREDIT LOSSES
Net interest income after provision for credit losses - loans
and unfunded commitments
Net interest income after provision for credit losses - loans
and unfunded commitments
Net interest income after provision for credit losses - loans
and unfunded commitments

NONINTEREST INCOME

 

 

 

 

 

 

 

 

Deposit service charges and fees

 

 

3,061

 

 

 

2,617

 

Wholesale banking service fees

 

 

709

 

 

 

 

Deposit service charges and fees
Deposit service charges and fees

Loan referral fees

 

 

618

 

 

 

439

 

Gain on sales of loans, net

 

 

264

 

 

 

102

 

Mortgage broker fees

 

 

215

 

 

 

255

 

Sublease and lease income

 

 

81

 

 

 

222

 

Unrealized gain (loss) on equity securities, net
Unrealized gain (loss) on equity securities, net
Unrealized gain (loss) on equity securities, net
Gain on sale of bank branch including deposits and loans, net

Other income

 

 

519

 

 

 

519

 

Noninterest income, excluding BaaS program income and BaaS indemnification income
Servicing and other BaaS fees
Transaction fees
Interchange fees
Reimbursement of expenses
BaaS program income
BaaS credit enhancements
BaaS fraud enhancements
BaaS indemnification income

Total noninterest income

 

 

5,467

 

 

 

4,154

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

16,026

 

 

 

13,383

 

Salaries and employee benefits
Salaries and employee benefits

Occupancy

 

 

3,314

 

 

 

3,037

 

Data processing

 

 

1,971

 

 

 

1,777

 

Data processing and software licenses
Legal and professional expenses
Point of sale expense
Excise taxes
Federal Deposit Insurance Corporation ("FDIC") assessments

Director and staff expenses

 

 

701

 

 

 

561

 

Legal and professional fees

 

 

677

 

 

 

355

 

Excise taxes

 

 

559

 

 

 

459

 

Marketing and promotion

 

 

391

 

 

 

455

 

Business development

 

 

326

 

 

 

294

 

Federal Deposit Insurance Corporation (FDIC) assessments

 

 

295

 

 

 

331

 

Marketing

Other expense

 

 

1,956

 

 

 

1,781

 

Total noninterest expense

 

 

26,216

 

 

 

22,433

 

Income before provision for income taxes

 

 

12,242

 

 

 

10,089

 

PROVISION FOR INCOME TAXES

 

 

2,541

 

 

 

4,653

 

NET INCOME

 

$

9,701

 

 

$

5,436

 

Basic earnings per common share

 

$

0.93

 

 

$

0.59

 

Diluted earnings per common share

 

$

0.91

 

 

$

0.59

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

10,440,740

 

 

 

9,234,490

 

Diluted

 

 

10,608,764

 

 

 

9,237,666

 

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Noninterest expense, excluding BaaS loan and BaaS fraud expense110,712 83,909 58,782 
BaaS loan expense86,900 53,294 2,976 
BaaS fraud expense7,165 29,571 1,505 
BaaS loan and fraud expense94,065 82,865 4,481 
Total noninterest expense204,777 166,774 63,263 
Income before provision for income taxes57,133 50,621 34,377 
PROVISION FOR INCOME TAXES12,554 9,996 7,372 
NET INCOME$44,579 $40,625 $27,005 
Basic earnings per common share$3.36 $3.14 $2.25 
Diluted earnings per common share$3.27 $3.01 $2.16 
Weighted average number of common shares outstanding:
Basic13,261,66412,949,26612,022,954
Diluted13,640,18213,514,95212,521,426
See accompanying Notes to Consolidated Financial Statements.


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COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

 

Year ended December 31,

 

 

2018

 

 

2017

 

Year Ended December 31,Year Ended December 31,
2023202320222021

NET INCOME

 

$

9,701

 

 

$

5,436

 

OTHER COMPREHENSIVE INCOME (LOSS), before tax

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

Unrealized holding gain (loss) gain during the year

 

 

(210

)

 

 

108

 

Income tax benefit (provision) related to unrealized holding

gain (loss)

 

 

44

 

 

 

(36

)

OTHER COMPREHENSIVE (LOSS) INCOME, net of tax

 

 

(166

)

 

 

72

 

Securities available-for-sale
Securities available-for-sale
Unrealized holding income (loss) during the period
Unrealized holding income (loss) during the period
Unrealized holding income (loss) during the period
Income tax (expense) benefit related to unrealized holding gain/lossIncome tax (expense) benefit related to unrealized holding gain/loss(553)621 8
OTHER COMPREHENSIVE INCOME (LOSS), net of tax

COMPREHENSIVE INCOME

 

$

9,535

 

 

$

5,508

 

See accompanying Notes to Consolidated Financial Statements.


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COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)

 

 

Shares of

Common

Stock

 

 

Common

Stock

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

BALANCE, December 31, 2016

 

 

9,238,783

 

 

$

52,215

 

 

$

8,698

 

 

$

(1,016

)

 

$

59,897

 

Net income

 

 

 

 

 

 

 

 

5,436

 

 

 

 

 

 

5,436

 

Issuance of vested stock awards

 

 

600

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of restricted stock awards

 

 

6,210

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

3,680

 

 

 

24

 

 

 

 

 

 

 

 

 

24

 

Stock repurchase

 

 

(375

)

 

 

(3

)

 

 

 

 

 

 

 

 

(3

)

Stock-based compensation

 

 

 

 

 

285

 

 

 

 

 

 

 

 

 

285

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

72

 

 

 

72

 

BALANCE, December 31, 2017

 

 

9,248,898

 

 

$

52,521

 

 

$

14,134

 

 

$

(944

)

 

$

65,711

 

Net income

 

 

 

 

 

 

 

 

9,701

 

 

 

 

 

 

9,701

 

Reclassification of stranded tax effect due to

   federal tax rate change

 

 

 

 

 

 

 

 

186

 

 

 

(186

)

 

 

 

Issuance of restricted stock awards

 

 

8,405

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

58,400

 

 

 

357

 

 

 

 

 

 

 

 

 

357

 

Stock-based compensation

 

 

 

 

 

310

 

 

 

 

 

 

 

 

 

310

 

Stock issuance and net proceeds from initial

   public offering

 

 

2,577,500

 

 

 

33,243

 

 

 

 

 

 

 

 

 

33,243

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(166

)

 

 

(166

)

BALANCE, December 31, 2018

 

 

11,893,203

 

 

$

86,431

 

 

$

24,021

 

 

$

(1,296

)

 

$

109,156

 

Shares of
Common
Stock
Amount of Common
Stock
Retained
Earnings
Accumulated Other
Comprehensive
Income (Loss)
Total
BALANCE, December 31, 202011,954,327$87,815 $52,368 $34 140,217 
Net income— 27,005 — 27,005 
Issuance of restricted stock awards10,714— — — — 
Vesting of restricted stock units7,851— — — — 
Exercise of stock options50,570359 — — 359 
Stock-based compensation1,284 — — 1,284 
Stock issuance and net proceeds from
  public offering
851,85332,387 — — 32,387 
Other comprehensive loss, net of tax— — (30)(30)
BALANCE, December 31, 202112,875,315$121,845 $79,373 $$201,222 
BALANCE, December 31, 202112,875,315$121,845 $79,373 $$201,222 
Net income— 40,625 — 40,625 
Issuance of restricted stock awards10,396— — — — 
Vesting of restricted stock units28,215— — — — 
Exercise of stock options247,2211,468 — — 1,468 
Stock-based compensation2,517 — — 2,517 
Stock issuance and net proceeds from
  public offering
— — — — 
Other comprehensive loss, net of tax— — (2,338)(2,338)
BALANCE, December 31, 202213,161,147$125,830 $119,998 $(2,334)$243,494 
BALANCE, December 31, 202213,161,147$125,830 $119,998 $(2,334)$243,494 
Net income— 44,579 — 44,579 
Adjustment to retained earnings;
   adoption of ASU 2016- 13
0— 734 — 734 
Issuance of restricted stock awards13,538— — — — 
Vesting of restricted stock units46,520— — — — 
Exercise of stock options83,134618 — — 618 
Stock-based compensation3,688 — — 3,688 
Other comprehensive income,
   net of tax
— — 1,865 1,865 
BALANCE, December 31, 202313,304,339$130,136 $165,311 $(469)$294,978 

See accompanying Notes to Consolidated Financial Statements.


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COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

 

Year ended December 31,

 

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

9,701

 

 

$

5,436

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,826

 

 

 

870

 

Depreciation and amortization

 

 

1,071

 

 

 

993

 

Loss on disposition of fixed assets

 

 

32

 

 

 

38

 

Gain on sales of loans

 

 

(264

)

 

 

(102

)

Gain on sale of other real estate owned

 

 

 

 

 

(32

)

Net discount accretion on investment securities

 

 

(24

)

 

 

(2

)

Stock-based compensation

 

 

310

 

 

 

285

 

Bank-owned life insurance earnings

 

 

(188

)

 

 

(185

)

Deferred tax (expense) benefit

 

 

(382

)

 

 

1,284

 

Net change in other assets and liabilities

 

 

2,320

 

 

 

(968

)

Total adjustments

 

 

4,701

 

 

 

2,181

 

Net cash provided by operating activities

 

 

14,402

 

 

 

7,617

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net (increase) decrease in interest earning deposits with other banks

 

 

(26,831

)

 

 

2,734

 

Purchase of investment securities available-for-sale

 

 

 

 

 

(5,011

)

Purchase of other investments, net

 

 

(86

)

 

 

(581

)

Principal paydowns of investment securities available-for-sale

 

 

88

 

 

 

100

 

Principal paydowns of investment securities held-to-maturity

 

 

141

 

 

 

454

 

Maturities and calls of investment securities available -for-sale

 

 

 

 

 

1,226

 

Purchase of participation loans

 

 

(32,653

)

 

 

 

Proceeds from sale of loans

 

 

3,174

 

 

 

1,353

 

Purchase of loans

 

 

(14,094

)

 

 

(29,688

)

Increase in loans receivable, net

 

 

(67,711

)

 

 

(32,620

)

Proceeds from sale of other real estate owned

 

 

 

 

 

1,329

 

Purchases of premises and equipment, net

 

 

(1,149

)

 

 

(1,057

)

Net cash used by investing activities

 

 

(139,121

)

 

 

(61,761

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net increase in demand deposits, NOW, money market and savings

 

 

93,924

 

 

 

41,107

 

Net increase in time deposits

 

 

6,395

 

 

 

13,526

 

Net proceeds from short-term FHLB borrowings

 

 

 

 

 

5,000

 

Net proceeds from initial public offering

 

 

33,243

 

 

 

 

Proceeds from exercise of stock options

 

 

357

 

 

 

24

 

Repurchase of common stock

 

 

 

 

 

(3

)

Net cash provided by financing activities

 

 

133,919

 

 

 

59,654

 

NET INCREASE IN CASH, DUE FROM BANKS AND RESTRICTED CASH

 

 

9,200

 

 

 

5,510

 

CASH DUE FROM BANKS AND RESTRICTED CASH, beginning of year

 

 

31,119

 

 

 

25,609

 

CASH, DUE FROM BANKS AND RESTRICTED CASH, end of year

 

$

40,319

 

 

$

31,119

 

SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Interest paid

 

$

3,875

 

 

$

2,871

 

Income taxes paid

 

 

2,520

 

 

 

3,820

 

SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS

 

 

 

 

 

 

 

 

Fair value adjustment of securities available-for-sale, gross

 

$

(210

)

 

$

108

 

Year Ended December 31,
202320222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$44,579 $40,625 $27,005 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses183,992 79,064 9,915 
Depreciation and amortization2,328 1,809 1,587 
Loss on disposition of fixed assets39 35 — 
Increase in operating lease right-of-use assets833 1,087 1,056 
Increase in operating lease liabilities(857)(1,086)(1,044)
Gain on sales of loans(253)— (396)
Net discount accretion on investment securities(25)(50)32 
Unrealized holding (gain) loss on equity investment(279)153 (1,469)
Stock-based compensation3,688 2,517 1,284 
Gain on sale of bank branch, including deposits and loans— — (1,263)
Increase in bank-owned life insurance value27 (360)(172)
Deferred tax benefit (expense)13,879 (11,018)(3,011)
Net change in CCBX receivable1,328 (9,150)(1,096)
Net change in CCBX credit enhancement asset(50,079)(44,665)(8,712)
Net change in CCBX payable13,232 18,578 1,841 
Net change in other assets and liabilities(15,919)(10,441)4,290 
Total adjustments151,934 26,473 2,842 
Net cash provided by operating activities196,513 67,098 29,847 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities available for sale— (134,912)(117,493)
Purchase of investment securities held for investment(50,244)— — 
Change in other investments, net607 (2,230)(950)
Principal paydowns of investment securities available-for-sale17 33 
Principal paydowns of investment securities held-to-maturity417 256 1,515 
Maturities and calls of investment securities available-for-sale250 70,000 102,500 
Purchase of bank owned life insurance(230)(53)(5,000)
Proceeds from sales of loans held for sale600,199 152,546 — 
Proceeds from sales of loan participations— 10,300 — 
Purchase of loans(91,465)(168,464)(60,260)
Purchase of loan participations— (52)— 
Proceeds from sale of loans related to sale of bank branch— — 4,092 
Increase in loans receivable, net(1,052,283)(912,518)(141,503)
Net cash transfer for branch sale— — (19,980)
Purchases of premises and equipment, net(6,245)(2,838)(2,593)
Net cash used by investing activities(598,985)(987,948)(239,639)

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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW and money market, and savings553,932 467,744 980,766 
Net decrease in time deposits(11,089)(14,010)(14,223)
Net repayment from long term FHLB borrowing— (24,999)— 
Increase from subordinated debt proceeds— 19,625 24,263 
Decrease from subordinated debt repayment— — (10,000)
Net advances from Paycheck Protection Program Liquidity Facility— — (153,716)
Proceeds from exercise of stock options618 1,468 359 
Proceeds from public offering— — 32,387 
Net cash provided by financing activities543,461 449,828 859,836 
NET CHANGE IN CASH, DUE FROM BANKS AND RESTRICTED CASH140,989 (471,022)650,044 
CASH, DUE FROM BANKS AND RESTRICTED CASH, beginning of year342,139 813,161 163,117 
CASH, DUE FROM BANKS AND RESTRICTED CASH, end of quarter$483,128 $342,139 $813,161 
SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES
Interest paid$91,436 $20,068 $3,820 
Income taxes paid$6,843 $23,498 $8,759 
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
Fair value adjustment of securities available-for-sale, gross$2,418 $(2,959)$(37)
Operating lease right-of-use assets$1,747 $— $41 
Operating lease liabilities$(1,747)$— $(41)
Transfer from loans to loans held for sale$599,946 $152,546 $— 
Adjustment to retained earnings - adoption of ASU 2016-13,
   net of deferred tax
$(734)$— $— 
See accompanying Notes to Consolidated Financial Statements.


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COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business and Summary of Significant Accounting Policies

Nature of operations - Coastal Financial Corporation (Corporation(“Corporation” or Company)“Company”) is a registered bank holding company whose wholly owned subsidiary issubsidiaries are Coastal Community Bank (Bank).(“Bank”) and Arlington Olympic LLC. The Company is a Washington state corporation that was organized in 2003. The Bank was incorporated and commenced operations in 1997 and is a Washington state-chartered commercial bank and Federal Reserve System (Federal Reserve)(“Federal Reserve”) state member bank.

Arlington Olympic LLC was formed in 2021 and owns the Arlington branch site, which the Bank leases from the LLC.

The Company providesoperates through the Bank and is headquartered in Everett, Washington, which by population is the largest city in, and the county seat of, Snohomish County. The Company’s business is conducted through three reportable segments: The community bank, CCBX and treasury & administration. The community bank offers a full range of banking services to small and medium-sized businesses, professionals, and individuals throughout the greater Puget Sound arearegion through its 14 branches in Snohomish, Island and King Counties, the Internet, and its mobile banking application. The Bank’s main branchCCBX segment provides Banking as a Service (“BaaS”) that allows our broker dealers and digital financial service partners to offer their customers banking services. Through CCBX’s partners the headquartersCompany is able to offer banking services and products across the nation. The treasury & administration segment includes treasury management, overall administration and all other aspects of the Bank and Company are located in Everett, Washington. Company.
The Bank’s deposits are insured in whole or in part by the Federal Deposit Insurance Corporation (FDIC)(“FDIC”). The Bank’scommunity bank’s loans and deposits are primarily within the greater Puget Sound area,region, while CCBX loans and deposits are dependent upon the partner’s market. The Bank’s primary funding source is deposits from customers. The Bank is subject to regulation and supervision by the Board of Governors of the Federal Reserve System and the Washington State Department of Financial Institutions Division of Banks. The Federal Reserve also has regulatory and supervisory authority over the Company.

Financial statement presentation - The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP)(“GAAP”) for reporting requirements and practices within the banking industry. Amounts presented in the consolidated financial statements and footnote tables are rounded and presented in thousands of dollars except per-share amounts, which are presented in dollars. In the narrative footnote discussion, amounts are rounded to thousands and presented in dollars.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying consolidated financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation.

Principles of consolidation - The consolidated financial statements include the accounts of the Company, the Bank and the Bank.LLC. All significant intercompany accounts have been eliminated in consolidation.

Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that its critical accounting policiesestimates include determining the allowance for loancredit losses, the fair value of the Company’s investment securities,financial instruments, and the valuation of deferred tax assets, financial instruments, and other fair value measurements. Actual results could differ significantly from those estimates.

Subsequent Events - The Company has evaluated events and transactions through the date of the issuance of its financial statementssubsequent to December 31, 2023 for potential recognition or disclosure.   All subsequent events are disclosed in Note 21.

disclosure.

Cash equivalents and cash flows - For thepurposepurposes of presentationreporting cash flows, cash and cash equivalents include cash on hand and in thestatementsof cashflows,the Company considersallamountsincludedin thebalancesheetunder“cashbanks and due frombanks”, all of whichinterest-bearing deposits. All have maturitydatesoriginal maturities of threemonthsor less, and restricted cash, as cash equivalents.Interest-bearingdepositsatless. CDs with otherfinancial institutions, (excluding restricted cash),federalfundssoldand cashflowsfromloansand depositsarereportedas netincreasesor decreases undercashflowsfrominvestingactivitiesor fromfinancingactivities.

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The Company maintains its cash in depository institution accounts, which, at times, may exceed federally insured limits. The Company monitors these institutions and has not experienced any losses in such accounts.


Investmentsecurities- Debt securitiesthatmanagementhas theabilityand intentto hold to maturityare classifiedas held-to-maturityand carriedatamortizedcost.The amortizationof premiumsand accretionof discountsarerecognizedin interestincomeusingtheinterestmethodor methodsapproximatingtheinterest methodovertheperiodto maturity.

Debt securities not classified as held-to-maturity are classified as available-for-sale. Such securities may be sold to facilitate the Company’s asset/liability management strategies and in response to changes in interest rates and similar forces. Securities available-for-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income. Realized gains (losses) on securities available-for-sale are included in noninterest income and, when applicable, are reported as a reclassification adjustment in other comprehensive income. Gains and losses on sales of securities are recorded on the trade date and are determined on the specific-identification method.

Declines in

For available-for-sale debt securities, if fair value is below amortized cost, the security is considered impaired. When the Company does not intend to sell the debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, then the Company assesses the security for potential expected credit losses. Impairment related to a credit loss is measured using the discounted cash flow method. Credit loss recognition is limited to the fair value of individualthe security. The impairment is recognized by establishing an ACL through provision for credit losses. Impairment related to noncredit factors is recognized in accumulated other comprehensive income, net of applicable taxes. The Company evaluates AFS security impairment on a quarterly basis.
For held-to-maturity debt securities, expected losses are evaluated and available-for-salecalculated on a collective basis for those securities below their amortized cost thatwhich share risk characteristics. The Company aggregates similar securities and reports the security portfolio segments based on shared risk characteristics. The only segment included in the held-to-maturity portfolio are other than temporary resultU.S. Agency Residential Mortgage Backed Securities which have an expected zero credit loss and were purchased for CRA purposes.
Other investments - Other investments on the balance sheet consists of direct equity investments in write-downsstock of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Other investments - Otherinvestmentson thebalancesheetconsistsof investmentsin stockof FederalHome Loan Bank of Des Moines (“FHLB”), the FederalReserveBank andof San Francisco (“FRB”), PacificCoast Banker’sBancshares.

Bancshares, as well as investments in bank technology funds.

As a Federal Reserve member bank, the Bank is required to own stock in the Federal Reserve Bank of San Francisco (FRB)FRB in an amount based on itsthe Bank’s capital. The recorded amount of the FRB stock equals its fair value because the shares can only be redeemed by the FRB at their par value. The Bank’s investment in FRB stock was $1,899,000$4.8 million and $1,891,000$4.3 million at December 31, 20182023 and 2017,2022, respectively.

The Bank, as a member of the Federal Home Loan Bank of Des Moines (FHLB),FHLB, is required to maintain an investment in capital stock of FHLB in an amount equal to 4%4.5% of advances outstanding, plus 0.12%0.06% of total assets from the prior fiscal year end. The recorded amount of FHLB stock equals its fair value because the shares can only be redeemed by FHLB at the $1 per share par value. The investment in FHLB stock was $1,767,000$1.9 million and $1,689,000$3.2 million at December 31, 20182023 and 2017,2022, respectively.

The investment in Pacific Coast Banker’s Bancshares (PCBB)(“PCBB”) stock consists of an equity security. This investment is carried at its cost of $100,000 at December 31, 20182023 and 2017,2022, which approximates its fair value.

The Company has the following equity investments which do not have a readily determinable fair value and are held at cost minus impairment if any, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. This method will be applied until the investments do not qualify for the measurement election (e.g., if the investment has a readily determinable fair value). The Company will reassess at each reporting period whether the equity investments without a readily determinable fair value qualifies to be measured at cost minus impairment. These equity investments without a readily determined fair value include:
The Company has a $2.2 million equity interest in a specialized bank technology company as of December 31, 2023 and December 31, 2022 .
The Company has a $350,000 equity interest in a technology company as of the years ended December 31, 2023 and December 31, 2022.
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The Company contributed $50,000 to a technology company during the year ended December 31, 2023, there was no equity ownership as of December��31, 2022.
The following table shows the activity in equity investments without a readily determinable fair value for the dates shown:
For the Twelve Months Ended
December 31,
(dollars in thousands)202320222021
Carrying value, beginning of period$2,572 $2,322 850 
Purchases50 350 — 
Observable price change— (100)1,472 
Carrying value, end of period$2,622 $2,572 $2,322 
The Company has invested in funds that are accelerating technology for adoption by banks. These equity investments are held at fair value, as reported by the funds. During the year ended December 31, 2023, the Company contributed $74,500 with investment funds designed to help accelerate technology adoption at banks, and recognized net gains of $278,000, resulting in an equity interest of $809,000 at December 31, 2023. The Company has committed up to $653,000 in capital for these equity funds. One firm decided to wind down their technology fund and their fund balance decreased $176,000 in 2023, leaving $22,000 in that fund as of December 31, 2023.
The following table shows the activity in equity fund investments held at fair value for the dates shown:
For the Twelve Months Ended
December 31,
(dollars in thousands)202320222021
Carrying value, beginning of period$456 $160 — 
Purchases/capital calls/capital returns, net75 349 163 
Net change recognized in earnings278 (53)(3)
Carrying value, end of period$809 $456 $160 
Loans and allowance for loancredit losses - Loans arestatedattheprincipalamountoutstandinglesstheallowance forloan credit lossesand netof any deferredfeesor costson originatedloans,and unamortizedpremiumsor discounts on purchasedloans.Loan feesand certaindirectloanoriginationcostsaredeferred,and thenetfeeor costis recognizedas an adjustmentto interestincomeusingthelevelyieldmethodologyand a methodthat approximatesthelevelyieldmethodology.Interestincomeon loansisrecognizedbasedupon theprincipal amountsoutstanding.Generally,the
The accrualof intereston community bank loansisdiscontinuedwhen, in management’sopinion, theborrowermaybe unableto meetpaymentsas theybecomedue or when theyare90 days pastdue as to either principalor interest,unlesstheyarewellsecuredand in theprocessof collection.When interestaccrualis discontinued,allunpaidaccruedinterestisreversedagainstcurrentincome.Ifmanagementdeterminesthatthe ultimatecollectabilityof principalor interestisin doubt, cashreceiptson nonaccrualloansareappliedto reduce theprincipalbalanceon a cash-basismethod,untiltheloansqualifyforreturnto accrualstatusor principalis paidin full.Loans arereturnedto accrualstatuswhen allprincipaland interestamountscontractuallydue are broughtreversed against currentborrowerhas demonstratedabilityto makeregularpayments,generallya periodof atleastsix months,and futurepaymentsarereasonablyassured.Pastdue statusisdeterminedbasedon contractualterms.


The allowanceforloanlossesiscomprisedof amountschargedagainstincomein theformof theprovisionfor loanlosses,lesscharged-offloans,netof recoveries.When availableinformationconfirmsthatspecificloansor portionsthereofareuncollectible,identifiedamountsarechargedagainsttheallowanceforloanlosses.The existenceof someor allof thefollowingcriteriawillgenerallyconfirmthata losshas been incurred:(1)theloan issignificantlydelinquentand theborrowerhas not demonstratedtheabilityor intentto bringtheloancurrent; (2)theCompany has no recourseto theborroweror ifitdoes, theborrowerhas insufficientassetsto pay the debt;(3)theestimatedfairvalueof theloancollateralissignificantlybelow thecurrentloanbalance;and (4)thereislittleor no near-termprospectforimprovement.Subsequentrecoveries,ifany, arecreditedto the allowanceforloanlosses.

The allowance for loan losses is evaluated on a regular basis by income. If management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are determined to be impaired.  For such loans (including troubled debt restructurings), an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers various loans and is based on the probability of default and loss given default, type of loan, peer information, risk rating and adjusted for qualitative factors.

A loan is considered impaired when, based on current information and events, it is probabledetermines that the Company will be unable to collect the scheduled paymentsultimate collectability of principal or interest is in doubt, cash receipts on nonaccrual loans are applied to reduce the principal balance on a cash-basis method, until the loans qualify for return to accrual status or principal is paid in full. Loans are returned to accrual status when all principal and interest amounts contractually due accordingare brought current, borrower has demonstrated ability to make regular payments, generally a period of at least six months, and future payments are reasonably assured.

For installment/closed-end, and revolving/open-end consumer loans originated through CCBX lending partners loans will accrue interest until 120 and 180 days past due, respectively, which is consistent with regulatory guidelines for consumer loans of this nature, and an allowance is recorded through provision expense for these expected losses. For installment/closed-end and revolving/open-end consumer loans originated through CCBX lending partners with balances outstanding beyond 120 days and 180 days, respectively, principal and capitalized interest outstanding is charged off against the allowance and accrued interest outstanding is reversed against interest income.
The allowance for credit losses is comprised of amounts charged against income in the form of the provision for credit losses, less charged-off loans, net of recoveries. When available information confirms that specific loans or portions
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thereof are uncollectible, identified amounts are charged against the allowance for credit losses.  The existence of some or all of the following criteria will generally confirm that a loss has been incurred: (1) the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; (2) the Company has no recourse to the contractual termsborrower or if it does, the borrower has insufficient assets to pay the debt; (3) the estimated fair value of the loan agreement. Factorscollateral is significantly below the current loan balance; and (4) there is little or no near-term prospect for improvement. Subsequent recoveries, if any, are credited to the allowance for credit losses.
The allowance for credit losses ("ACL") is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans in the pool and whether it needs to evaluate the allowance on an individual basis. The Company must estimate expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. In estimating the life of the loan, the Company cannot extend the contractual term of the loan for expected extensions, renewals, and modifications, unless the extension or renewal options are included in the contract at the reporting date and are not unconditionally cancellable by the Company. Because expected credit losses are estimated over the contractual life adjusted for estimated prepayments, determination of the life of the loan may significantly affect the ACL. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit.
Community Bank Portfolio: The ACL calculation is derived from loan segments utilizing loan level information and relevant available information from internal and external sources related to past events and current conditions. In addition, the Company incorporates a reasonable and supportable forecast.
CCBX Portfolio: The Bank calculates the ACL on loans on an aggregate basis based on each partner and product level, segmenting the risk inherent in the CCBX portfolio based on qualitative and quantitative trends in the portfolio.
Also included in the ACL are qualitative reserves to cover losses that are expected, but in the Company’s assessment may not be adequately represented in the quantitative method. For example, factors that the Company considers include environmental business conditions, borrower’s financial condition, credit rating and the volume and severity of past due loans and non-accrual loans. Based on this analysis, the Company records a provision for credit losses to maintain the allowance at appropriate levels.
Determining the amount of the allowance is considered a critical accounting estimate, as it requires significant judgment and the use of subjective measurements, including management’s assessment of overall portfolio quality. The Company maintains the allowance at an amount the Company believes is sufficient to provide for estimated losses expected to occur in the Company’s loan portfolio at each balance sheet date, and fluctuations in the provision for credit losses may result from management’s assessment of the adequacy of the allowance. Changes in these estimates and assumptions are possible and may have a material impact on the Company’s allowance, and therefore the Company’s financial position, liquidity or results of operations. The Company has elected to exclude accrued interest receivable from the amortized cost basis in its ACL calculation as accrued interest is written off in a timely manner when deemed uncollectible.
For more information and discussion related to the allowance for credit losses on loans, see “Note 4 - Loans and Allowance for Credit Losses” in the Consolidated Financial Statements.
In addition to the ACL on loans held for investment, CECL requires a balance sheet liability for expected losses on unfunded commitments, which is recognized if both the following conditions are met: (1) the Company has a present contractual obligation to extend credit; and (2) the obligation is not unconditionally cancellable by managementthe Company. Loan commitments may have a funded and unfunded portion, of which the liability for unfunded commitments is derived based upon the commitments to extend credit to a borrower. The expected credit losses for funded portions are reported in determining impairment include payment status, collateral value,the previously discussed ACL.
The unfunded commitments that are not unconditionally cancelable by the Company are allowed for using the same loss rate as the funded commitment applied against the estimated utilization of these commitments and the probability of collecting scheduled principalfunding.
Loans held-for-sale - During the year ended December 31, 2023, the Company transferred $599.9 million in CCBX loans receivable to loans held for sale. The loans sold to the originating partners are in accordance with partner
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agreements and interest payments when due. Loans that experience insignificant payment delaysare primarily sold for credit and payment shortfalls generally are not classified as impaired. Management determines the significanceconcentration management. As of payment delaysDecember 31, 2023 and payment shortfalls on a case-by-case basis, taking into consideration all2022 there were no loans held for sale.
Community bank loans held-for-sale consist of the circumstances surroundingguaranteed portion of SBA loans and USDA loans the Company intends to sell after origination and are reflected at the lower of aggregate cost or fair value. Loans are generally sold with servicing of the sold portion retained by the Company when the sale of the loan andoccurs, the borrower, includingpremium received is combined with the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either theestimated present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

A troubled debt restructuring (TDR) is a loan for which the Company, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. TDRs are individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral-dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Company determines the amount of allowance on that loan in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired. The Company incorporates recent historical experience with TDRs including the performance of TDRs that subsequently default into the calculation of the allowance by loan portfolio segment.

Periodically, regulatory agencies review the Company’s allowance for loan losses as an integral part of their examination process, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examination.

Loans held-for-sale - Loans held-for-saleconsistof theguaranteedportionof SmallBusinessAdministration (SBA) loans and United States Department of Agriculture (USDA) loans theCompany intendsto sellafteroriginationand arereflectedatthelowerof aggregatecostor fair value.Loans aregenerallysoldwith servicingof thesoldportionretainedby theCompany. When thesaleof the loanoccurs,thepremiumreceivediscombinedwith theestimatedpresentvalueof futurecashflowson the relatedservicingassetand recordedas a gainon saleof loansin noninterestincome.Therewere no loansheldfor saleatDecember31, 20182023 and 2017.

2022.

Loansalesrecognition- The Company recognizesa saleon loansifthetransferredportion(or (or portions)and any portionthatcontinuesto be heldby thetransferorareparticipatinginterests.Participatinginterestisdefined as a portionof a financialassetthat(a)conveysproportionateownershiprightswith equalpriorityto each participatinginterestholder,(b)involvesno recourse(other (other thanstandardrepresentationsand warranties),and (c)does not entitleany participatinginterestholderto receivecashbeforeany otherparticipatinginterestholder. The transferof theparticipatinginterest(or (or participatinginterests)mustalsomeettheconditionsforsurrenderof control.

To determine the gain or loss on sale of loans, the Company’s investment in the loan is allocated among the retained portion of the loan, the servicing retained, and the sold portion of the loan, based on the relative fair market value of each portion. The gain or loss on the sold portion of the loan is based on the difference between the sale proceeds and the allocated investment in the sold portion of the loan. A discount is recorded against the carrying value of the retained portion of the loan to offset the decrease in the fair value allocation of said retained portion.

The Company retains the servicing on the sold guaranteed portion of SBA and USDA loans. The Company receives a fee for servicing the loan.

SBA and USDA The Company also retains the servicing on the sold guaranteed portion of Main Street Lending Program (“MSLP”) loans. The net deferred fee on the sold portion of the loan is recognized when sold. The Company does not retain the servicing on sold CCBX loans.

Reserve for unfunded commitments- The Company accountsmaintains a balance sheet liability forSBA expected losses on unfunded commitments, which is recognized if both the following conditions are met: (1) the Company has a present contractual obligation to extend credit; and USDA servicingrightsas separatelyrecognizedservicing rights(2) the obligation is not unconditionally cancellable by the Company. Loan commitments may have a funded and initiallymeasurethematfairvalue.Fairvalueunfunded portion, of which the liability for unfunded commitments is derived basedon marketpricesforcomparableservicing contracts,when available,or alternatively,isbasedon upon the commitments to extend credit to a valuationmodelthatcalculatesthepresentvalueborrower. An estimate of estimatedfuturenetservicingincome.expected credit losses is not established for unfunded portions of loan commitment that are unconditionally cancellable by the Company. The expected credit losses for funded portions are reported in the previously discussed ACL. The Company subsequentlymeasureseachSBAsegments its unfunded commitment portfolio consistent with the ACL calculation, separating between unfunded lines and USDA servicingassetusingcommitments to originate. The Company incorporates the amortizationmethod.Underprobability of funding (i.e. estimate of utilization) for each segment and then utilizes theamortizationmethod,servicingassetsareamortizedintononinterestincomein proportion ACL loss rates for each segment on an aggregate basis to calculate the allowance for unfunded commitments. The reserve for unfunded commitments was $582,000 and overtheperiodof, estimatednetservicingincome.The amortizedassetsareassessedfor impairmentor increasedobligations,attheloanlevel,basedon thefairvalueof eachreportingdate.As of December31, 2018 and 2017, SBA and USDA servicingassetstotaled$395,000 and $406,000, respectively, and areincludedin otherassetson thebalancesheets,and SBA and USDA loansservicedtotaled$20,966,000 and $23,774,000,$974,000 as of December 31, 20182023 and 2017 respectively.

Reserve2022, respectively, and includes a reserve for unfunded commitments - A reserveforunfundedcommitmentsismaintainedata levelthat,in theopinionof management,isadequateto absorbprobablelossesassociatedwith theCompany’scommitmentto lendfundsunderexistingagreements,such as lettersor linesof credit.Managementdeterminestheadequacyof thereserveforunfundedcommitmentsbasedon reviewof individualcreditfacilities,currenteconomic conditions,community bank loans and riskcharacteristicsof thevariouscategoriesof commitmentsand otherrelevantfactors.The reserveisbasedon estimates,and ultimatelossesmayvaryfromthecurrentestimates.These estimatesare evaluatedon a regularbasisand adjustmentsarereportedin earningsin theperiodsin which theybecomeknown. Draws on unfundedcommitmentsthatareconsidereduncollectibleatthetimefundsareadvancedarechargedto theallowanceforloanlosses.Provisionforunfundedcommitmentslossesareadded to thereserveforunfunded commitments,which isincludedin theotherliabilitiessectionof theconsolidatedbalancesheets.

CCBX loans.

Premises and equipment - Premisesand equipmentarestatedatcostlessaccumulateddepreciation. Depreciationexpenseiscomputedusingthestraight-linemethodbasedupon theestimatedusefullivesof the assets.Assetlivesrangefromthreeto thirty-nineyears. years.Leaseholdimprovementsareamortizedoverthe expectedtermof thelease including options to extend which are reasonably certain to be exercised or theestimatedusefullifeof theimprovement,whicheverisless.

The Company capitalizes internal and external costs related to internal-use software during the application development stage, including consulting costs and compensation expenses related to employees who devote time to the development of the projects. The Company records capitalized software development costs in premises and equipment in the Consolidated Balance Sheets. Costs incurred in preliminary stages of development activities and post implementation activities are expensed in the period incurred. The Company may also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Once the software is substantially complete and ready for its intended use, capitalization ceases and the asset is amortized straight line over its estimated useful life, which is typically three years.
Maintenance and repairs are charged to operating expenses. Renewals and betterments are added to the asset accounts and depreciated over the periods benefited. Depreciable assets sold or retired are removed from the asset and related accumulated depreciation accounts and any gain or loss is reflected in the income statement. These assets are
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reviewed for impairment when events indicate their carrying value may not be recoverable. If management determines impairment exists, the asset is reduced with an offsetting charge to the income statement.

Transfers of financial assets - Transfersof an entirefinancialassetareaccountedforas saleswhen control overtheassetshas been surrendered.Controlovertransferredassetsisdeemedto be surrenderedwhen: (1) a group of financialassetsor a participatinginterestin an entirefinancialassethas been isolatedfromthe Company, (2)thetransfereeobtainstheright(free (free of conditionsthatconstrainitfromtakingadvantageof that right)to pledgeor exchangethetransferredassets,and (3)theCompany does not maintaineffectivecontrolover thetransferredassetsthroughan agreementto repurchasethembeforetheirmaturity.


Otherrealestateownedand repossessedassets- Otherrealestateowned and repossessedassets- Other real estate owned and repossessed assets are foreclosedpropertyheldpendingdispositionand isare initiallyrecordedatfairvaluelessestimatedsellingcosts when acquired,establishinga new costbasis.At foreclosure,ifthefairvalueof theassetacquiredlessestimated sellingcostsislessthantheCompany’srecordedinvestmentin therelatedloan,a write-downisrecognized througha chargeto theallowanceforloan credit losses.Costs of significantpropertyimprovements that increase the value of the property arecapitalized, whereascostsrelatingto holding the propertyareexpensed.Valuationsareperiodicallyperformedby management, and a valuation allowance is established for subsequentdeclines, whicharerecordedas a chargeto income,ifnecessary,to reducethecarryingvalueof thepropertyto itsfairvaluelessestimatedsellingcosts.

Federal income

Leases - The Company accounts for its leases in accordance with ASC 842 - Leases. Most leases are recognized on the balance sheet by recording a right-of-use asset and lease liability for each lease. The right-of-use asset represents the right to use the asset under lease for the lease term, and the lease liability represents the contractual obligation to make lease payments. The right-of-use asset is tested for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
As a lessee, the Company enters into operating leases for certain Bank branches. The right-of-use assets and lease liabilities are initially recognized based on the net present value of the remaining lease payments which include renewal options where the Company is reasonably certain they will be exercised. The net present value is determined using the incremental collateralized borrowing rate at commencement date. The right-of-use asset is measured at the amount of the lease liability adjusted for any prepaid rent, lease incentives and initial direct costs incurred. The right-of-use asset and lease liability is amortized over the individual lease terms. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For additional information regarding leases, see Note 6.
Income taxes - The Company and theBank filea consolidatedfederalincometaxreturn. return and state tax returns as applicable. Deferred federalincometaxesresultfromtemporarydifferencesbetweenthetaxbasisof assetsand liabilities,and their reportedamountsin thefinancialstatements.Deferredtaxesaretemporarydifferencesthatwillbe recognizedin futureperiods.As changesin taxlaw or ratesareenacted,deferredtaxassetsand liabilitiesareadjustedthrough theprovisionforincometaxes.Taxes Federal taxes arepaidby theBank to theCompany basedon theseparatetaxableincome of theBank. The Company and Bank maintaintheirrecordson theaccrualbasisof accountingforfinancial reportingand forincometaxreportingpurposes.Withfew exceptions,theCompany isno longersubjectto incometaxexaminationforyearsbefore2015.

As of December 31, 20182023 and 2017,2022, the Company had no material unrecognized income tax benefits. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in other noninterest expense. There were no interest and penalties assessed on income taxes during 20182023 or 2017.

2022.

Stock-based compensation - Compensationexpenseisrecognizedforstockoptionsand restrictedstock, awards,basedon thefairvalueof theseawardsatthegrantdate.A Black-Scholesmodelisutilizedto estimate thefairvalueof stockoptions,whilethemarketpriceof theCompany’scommonstockatthegrantdateisused forrestrictedstockawards and restricted stock units and isdeterminedon thebasisof objectivecriteriaincludingtradedata.Compensation costisrecognizedovertherequired requisite serviceperiod,generallydefinedas thevestingperiod.For awardswith gradedvesting,compensationcostisrecognizedon a straight-linebasisovertherequisiteserviceperiodforthe entireaward.

Earnings per common share - Earningspercommonshare (EPS) (“EPS”) iscomputedunderthetwo-classmethod.Pursuant to thetwo-classmethod,nonvestedstockbasedpaymentawardsthatcontainnonforfeitable non-forfeitable rightsto dividendsor dividendequivalentsareparticipatingsecuritiesand areincludedin thecomputationof EPS.The two-class methodisan earningsallocationformulathatdeterminesearningspershareforeachclassof commonstockand participatingsecurityaccordingto dividendsdeclared(or (or accumulated)and participationrightsin undistributed earnings.Applicationof thetwo-classmethodresultedin theequivalentearningspershareto thetreasury method.

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Basic earnings per common share is computed by dividing net earnings allocated to common shareholders by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock using the treasury stock method. Stock options that are anti-dilutive are not included in the calculation of diluted EPS.

Comprehensive income - Accountingprinciplesgenerallyrequirethatrecognizedrevenue,expenses,gains, and lossesbe includedin netincome.Certainchangesin assetsand liabilities,such as unrealizedgainsand losses on available-for-saleinvestments,arereportedas a separatecomponentof theshareholders’equitysectionof the balancesheets.Accumulatedothercomprehensiveloss income consistsof only one component:unrealizedgainsor losseson investmentsecuritiesavailable-for-sale.


Business Segments- For financial reporting purposes, the Company has three segments: The Companycommunity bank, CCBX and treasury & administration. The community bank business ismanagedby legalentityand not by linesof business.The entity’s primarybusinessisthatof a traditionalbankinginstitution,gatheringdepositsand originatingloansforportfolio in itsmarketareas.The Bankcommunity bank offersa wide varietyof depositproductsto theircustomers.Lending activities includetheoriginationof realestate,commercialand industrial,and consumerloans.Interestincomeon loansis theCompany’sprimarysourceof revenue,and issupplementedby interestincomefrominvestmentsecurities, depositservicecharges,and otherserviceprovidedactivities. The CCBX segment provides banking as a service (“BaaS”) that allows our broker-dealer and digital financial service partners to offer their customers banking services. The CCBX segment has 21 partners as of December 31, 2023. The treasury & administration segment includes treasury management, overall administration and all other aspects of the Company. The performanceof theCompany isreviewedand monitoredby theCompany’sexecutivemanagement on a daily basis and the Board of Directors reviews and monitors the performance of the Company at minimum, on a monthlybasis.The Company has determinedthatitscurrent For additional information regarding the businessand operationsconsistof a singlereportingsegmentand, therefore, segmentdisclosuresarenot required.

segments, see Note 21.

Advertising costs - Advertisingcostsareexpensedas incurredor overtheperiodof thecampaign/promotion. Advertisingcostsin theamountof $373,000$517,000 and $446,000$351,000 were expensedduring the year ended December 31, 20182023 and 2017, respectively.

2022, respectively.

Reclassifications - Certain amounts reported in prior years' consolidated financial statements may have been reclassified to conform to the current presentation with no effect on stockholders’shareholders’ equity or net income.

Note 2 - Recent accounting standards

Accounting Standards Adopted in 2018

Implementation of ASU 2016-13 - On January 1, 2018,2023, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all related amendments to all contracts using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company concluded that there is no change to the timing and pattern of revenue recognition for its current revenue streams or the presentation of revenue as gross versus net. No adjustment to retained earnings was required on the adoption date. Because there is no change to the timing and pattern of revenue recognition, there are no material changes to the Company’s processes and internal controls.

All of the Company’s revenue from contracts with customers within the scope of Topic 606 is recognized within noninterest income. A description of the Company’s revenue streams accounted for under Topic 606 can be found in Note 18.

As of January 1, 2018, the Company adopted Financial Accounting Standards Board (FASB) ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendments in this ASU require an entity to disclose the fair value of financial instruments using the exit price notion. Exit price is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The methods of determining the fair value of assets and liabilities are consistent with the methodologies disclosed in Note 8—Fair Value Measurements, except for the valuation of loans held-for-investment which was impacted by the adoption of ASU 2016-01. Prior to adopting the amendments included in the standard, the Company was allowed to measure fair value under an entry price notion. The entry price notion previously applied by the Company used a discounted cash flows technique to calculate the present value of expected future cash flows for a financial instrument. The exit price notion uses the same approach, but also incorporates other factors, such as enhanced credit risk, illiquidity risk and market factors that sometimes exist in exit prices in dislocated markets. As of December 31, 2018, the technique used by the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2017, but with added emphasis on both illiquidity risk and credit risk that may not have been captured by the previously applied entry price notion. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. This ASU also eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendments in this ASU were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated financial statements.


In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash. The ASU amends the required statement of cash flow disclosures to include the change in amounts generally described as restricted cash. Management adopted the new guidance effective December 31, 2018. The adoption of ASU No. 2016-18 did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force. The ASU is intended to reduce diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This standard did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments in this update become effective for annual periods and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this standard did not have a material effect on the Company’s operating results or financial condition.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU also require certain disclosures about stranded tax effects. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period, (1) for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company elected to early adopt in the first quarter of 2018. Accordingly, the Company recorded an increase to retained earnings and a decrease to AOCI of $186,000 for stranded tax effects on investment available for sale securities in the first quarter of 2018.

In May 2018, the FASB issued ASU No. 2018-06, Codification Improvements to Topic 942, Financial Services - Depository and Lending. This ASU updates outdated guidance related to the Office of Comptroller of the Currency’s (OCC) Banking Circular 202, Accounting for Net Deferred Tax Charges, as the guidance has been rescinded by OCC and is no longer relevant. The amendments in this ASU are effective immediately. The adoption of ASU No. 2018-06 is not expected to have a material impact on the Company's consolidated financial statements.

Recent Accounting Guidance Not Yet Effective

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard was issued to increase the transparency and comparability around lease obligations. Previously unrecorded off-balance sheet obligations will now be brought more prominently to light by presenting lease liabilities on the face of the balance sheet, accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The ASU is effective in fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company implemented the new standard effective January 1, 2019, which included identifying the population of the Company’s leases that were within the scope of the new guidance and gathering all key lease data necessary to facilitate application of the new accounting requirements. As a result of implementation, the Company recognized a liability for the remaining obligations under its operating lease agreements, and a corresponding right of use asset for its right to use the underlying assets for the lease term. There was an increase to the Company’s assets and liabilities upon adoption. The increase in assets and liabilities was 1.0% of total assets when it was adopted on January 1, 2019.


In June 2016, the FASB issued ASU 2016-13, Financial Instruments-CreditInstruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,. The amendments replace which replaces the incurred loss impairment methodology in current GAAP with aan expected loss methodology that reflectsis referred to as the current expected credit loss ("CECL") methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and requires considerationheld-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require increases or decreases in credit losses be presented as an allowance rather than as a broader rangewrite-down on available-for-sale debt securities management does not intend to sell or believe it is more likely than not the Company will be required to sell the security before recovery of reasonable and supportable information to inform credit loss estimates. the amortized cost basis.

The amendment is effectiveCompany adopted ASC 326 using the modified retrospective method. Results for annualthe reporting periods beginning after December 15, 2019January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The day one CECL adjustment for community bank loans included a reduction of $310,000 to the community bank allowance in the first quarter of 2023 and interim period within those annual periods. Early application will be permitteda reduction of $340,000 related to the community bank unfunded commitment reserve in the first quarter of 2023. This was offset by an increase to the CCBX allowance for fiscal years,$4.2 million in the same period. There was a CECL day one increase to the indemnification asset in the amount of $4.5 million due to the mirror image approach related to the credit enhancement for CCBX loans. Net, the day one impact for the Bank’s transition to CECL was an increase of $954,000 in the first quarter of 2023, which included an income tax impact of $220,000, resulting in an increase to retained earnings of $734,000, net of income taxes.
Management has separately evaluated its held-to-maturity investment securities and interim periods within those fiscal years, beginning after December 15, 2018. determined that no loss reserves were required.
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The Company is actively assessing its data and the model needs and are evaluatingfollowing table illustrates the impact of adoptingASU 2016-13:
January 1, 2023
As reported
under ASC 326
Pre-ASC 326
Adoption
Impact of
ASC 326 Adoption
Assets:
Allowance for credit losses$77,881 $74,029 $3,852 
CCBX credit enhancement asset57,842 53,377 4,465 
Deferred tax asset18,238 18,458 (220)
Liabilities:
Unfunded commitment reserve634 974 (340)
Shareholders' Equity:
Retained earnings120,732 119,998 734 
Implementation of ASU 2022-02 - On January 1, 2023, the amendment.Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDR") and Vintage Disclosures. The Company expectsASU eliminated the accounting guidance for TDR loans by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, the ASU requires public business entities to recognize a one-time cumulative effect adjustment to the allowancedisclose current-period gross write-offs by year of origination for loan losses as of the beginning of the first reporting periodfinancing receivables and net investments in which the new standard is effective, but have not yet determined the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.leases. This ASU was issued to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.  Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and was measured as of the earlier of the commitment date or the date performance was completed. The amendments in this ASU require the awards to be measured at the grant-date fair value of the equity instrument.  ASU No. 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted, but no earlier than an entity's adoption of Topic 606.  Theupon adoption of ASU No. 2018-07 is not expected2016-13 and was applied on a prospective basis. See “Note 4 - Loans and Allowance for Credit Losses (“ACL”)”for more information on loans that were modified to have a material impact onborrowers experiencing financial difficulty during the Company's future consolidated financial statements.

twelve months ended months ended December 31, 2023.




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Note 3 - Investment Securities

The following table summarizes the amortized cost, fair value, and fair valuesallowance for credit losses and the corresponding amounts of investmentgross unrealized gains and losses of available-for-sale securities at the date indicated are as follows:

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

34,831

 

 

$

 

 

$

(1,590

)

 

$

33,241

 

U.S. Government agencies

 

 

3,000

 

 

 

 

 

 

(43

)

 

 

2,957

 

U.S. Agency collateralized mortgage obligations

 

 

172

 

 

 

 

 

 

(3

)

 

 

169

 

U.S. Agency residential mortgage-backed securities

 

 

39

 

 

 

 

 

 

(1

)

 

 

38

 

Municipals

 

 

259

 

 

 

 

 

 

(4

)

 

 

255

 

Total available-for-sale securities

 

 

38,301

 

 

 

 

 

 

(1,641

)

 

 

36,660

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed securities

 

 

1,262

 

 

 

 

 

 

(57

)

 

 

1,205

 

Total investment securities

 

$

39,563

 

 

$

 

 

$

(1,698

)

 

$

37,865

 

recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses of held-to-maturity securities:

Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Allowance for Credit Losses
(dollars in thousands; unaudited)
December 31, 2023
Available-for-sale
U.S. Treasury securities$99,996 $— $(535)$99,461 $— 
U.S. Agency collateralized
   mortgage obligations
45 — (2)43 — 
Total available-for-sale
   securities
100,041 — (537)99,504 — 
Held-to-maturity
U.S. Agency residential
   mortgage-backed securities
50,860 467 (286)51,041 — 
Total investment securities$150,901 $467 $(823)$150,545 $— 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

(dollars in thousands)

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized
Cost
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(dollars in thousands)(dollars in thousands)
December 31, 2022
Available-for-sale
Available-for-sale

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

34,794

 

 

$

 

 

$

(1,398

)

 

$

33,396

 

U.S. Government agencies

 

 

3,000

 

 

 

 

 

 

(30

)

 

 

2,970

 

U.S. Treasury securities
U.S. Treasury securities
U.S. Agency collateralized mortgage obligations
U.S. Agency collateralized mortgage obligations

U.S. Agency collateralized mortgage obligations

 

 

224

 

 

 

 

 

 

(3

)

 

 

221

 

U.S. Agency residential mortgage-backed securities

 

 

79

 

 

 

1

 

 

 

 

 

 

80

 

Municipals

 

 

261

 

 

 

 

 

 

(1

)

 

 

260

 

Municipal bonds

Total available-for-sale securities

 

 

38,358

 

 

 

1

 

 

 

(1,432

)

 

 

36,927

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed securities

 

 

1,409

 

 

 

 

 

 

(35

)

 

 

1,374

 

U.S. Agency residential mortgage-backed securities
U.S. Agency residential mortgage-backed securities

Total investment securities

 

$

39,767

 

 

$

1

 

 

$

(1,467

)

 

$

38,301

 

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The amortized cost and fair value of debt securities at December 31, 2018,2023, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers in mortgage backed securities or obligations may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are shown separately, since they are not due at a single maturity date.

 

Available-for-Sale

 

 

Held-to-Maturity

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

 

(dollars in thousands)

 

Available-for-SaleAvailable-for-SaleHeld-to-Maturity
Amortized
Cost
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
(dollars in thousands)(dollars in thousands)
December 31, 2023
Amounts maturing in
Amounts maturing in

Amounts maturing in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One year or less

 

$

 

 

$

 

 

$

 

 

$

 

One year or less
One year or less

After one year through five years

 

 

28,107

 

 

 

26,977

 

 

 

 

 

 

 

After five years through ten years

 

 

9,983

 

 

 

9,476

 

 

 

 

 

 

 

 

 

38,090

 

 

 

36,453

 

 

 

 

 

 

 

99,996

U.S. Agency residential mortgage-backed securities and

collateralized mortgage obligations

 

 

211

 

 

 

207

 

 

 

1,262

 

 

 

1,205

 

 

$

38,301

 

 

$

36,660

 

 

$

1,262

 

 

$

1,205

 

$

Investment securities with carrying valuesamortized cost of $19,678,000$21.8 million and $15,123,000$37.8 million at December 31, 20182023 and December 31, 20172022 respectively, were pledged to secure public deposits and for other purposes as required or permitted by law.

law and an additional $25.0 million in securities were pledged for borrowing lines at December 31, 2023, with no securities pledged for borrowing lines at December 31, 2022. During the year ended December 31, 2023, a total of 16 U.S. Agency mortgage backed securities werepurchased for a total of $50.2 million, for CRA purposes during the year ended December 31, 2023.

There were no sales of investment securitiesinvestments during the yearsyear ended December 31, 20182023 or December 31, 2022.
At December 31, 2023 and December 31, 2017.


Information pertaining to2022, there were nine and six securities, withrespectively, in an unrealized loss position. The following table shows the investments’ gross unrealized losses at the dates indicated,and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position follows:

for which an allowance for credit losses has not been recorded:

��

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

 

 

$

 

 

$

33,241

 

 

$

(1,590

)

 

$

33,241

 

 

$

(1,590

)

U.S. Government agencies

 

 

 

 

 

 

 

 

2,957

 

 

 

(43

)

 

 

2,957

 

 

 

(43

)

U.S. Agency collateralized mortgage

   obligations

 

 

 

 

 

 

 

 

169

 

 

 

(3

)

 

 

169

 

 

 

(3

)

Municipals

 

 

 

 

 

 

 

 

255

 

 

 

(4

)

 

 

255

 

 

 

(4

)

U.S. Agency residential mortgage-backed

   securities

 

 

38

 

 

 

(1

)

 

 

 

 

 

 

 

 

38

 

 

 

(1

)

Total available-for-sale securities

 

 

38

 

 

 

(1

)

 

 

36,622

 

 

 

(1,640

)

 

 

36,660

 

 

 

(1,641

)

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed

   securities

 

 

 

 

 

 

 

 

1,205

 

 

 

(57

)

 

 

1,205

 

 

 

(57

)

Total investment securities

 

$

38

 

 

$

(1

)

 

$

37,827

 

 

$

(1,697

)

 

$

37,865

 

 

$

(1,698

)

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

4,934

 

 

$

(77

)

 

$

28,463

 

 

$

(1,321

)

 

$

33,397

 

 

$

(1,398

)

U.S. Government agencies

 

 

 

 

 

 

 

 

2,970

 

 

 

(30

)

 

 

2,970

 

 

 

(30

)

U.S. Agency collateralized mortgage

   obligations

 

 

220

 

 

 

(3

)

 

 

 

 

 

 

 

 

220

 

 

 

(3

)

Municipals

 

 

260

 

 

 

(1

)

 

 

 

 

 

 

 

 

260

 

 

 

(1

)

Total available-for-sale securities

 

 

5,414

 

 

 

(81

)

 

 

31,433

 

 

 

(1,351

)

 

 

36,847

 

 

 

(1,432

)

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed

   securities

 

 

 

 

 

 

 

 

1,374

 

 

 

(35

)

 

 

1,374

 

 

 

(35

)

Total investment securities

 

$

5,414

 

 

$

(81

)

 

$

32,807

 

 

$

(1,386

)

 

$

38,221

 

 

$

(1,467

)

Less Than 12 Months12 Months or GreaterTotal
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
(dollars in thousands)
December 31, 2023
Available-for-sale
U.S. Treasury securities$— $— $99,461 $535 $99,461 $535 
U.S. Agency collateralized mortgage obligations— — 43 43 
Total available-for-sale securities— — 99,504 537 99,504 537 
Held-to-maturity
U.S. Agency residential mortgage-backed securities11,236 173 882 113 12,118 286 
Total investment securities$11,236 $173 $100,386 $650 $111,622 $823 

At


131

Table of Contents
Management has evaluated the above securities and does not believe that any individual unrealized loss as of December 31, 2018 and December 31, 2017, there were 12 and  11 securities, respectively, in an unrealized loss position.2023, will be recognized into income. Unrealized losses have not been recognized into income because management does not intend to sell and does not expect it will be required to sell the investments. The decline is largely due to changes in market conditions and interest rates, rather than credit quality. The fair value is expected to recover as the underlying securities in the portfolio approach maturity date and market conditions improve. The Company doesManagement believes there is a high probability of collecting all contractual amounts due, because the majority of the securities in the portfolio are backed by government agencies or government sponsored enterprises. However, a recovery in value may not consideroccur for some time, if at all, and may be delayed for greater than the one year time horizon or perhaps even until maturity. Based on management's analysis no allowance for credit losses was required on these securities to be other than temporarily impaired at December 31, 2018 and December 31, 2017.

securities.

Note 4 - Loans and Allowance for LoanCredit Losses

(“ACL”)

During the year ended December 31, 2023, $599.9 million in CCBX loans were transferred to loans held for sale, with $599.9 million in loans sold. A portion of these loans were sold at par and a portion were sold with a gain on sale of $253,000. Pricing is dependent upon the agreement with the partner. The Company sells CCBX loans to manage loan portfolio size by partner and by loan category. Partner loan limits are established and documented in the relevant partner agreement. As of December 31, 2023 and December 31, 2022, there were no loans held for sale.
The Company adopted the CECL methodology for measuring credit losses as of January 1, 2023. All disclosures as of and for the twelve months ended months ended December 31, 2023 are presented in accordance with Topic 326. The Company did not recast comparative financial periods and has presented those disclosures under previously applicable GAAP.
The composition of the loan portfolio is as follows as of the periods indicated:

December 31,
2023
(dollars in thousands)
Community Bank
Commercial and industrial loans$149,502 
Real estate loans:
Construction, land and land development loans157,100 
Residential real estate loans225,391 
Commercial real estate loans1,303,533 
Consumer and other loans:
Other consumer and other loans1,628 
Gross Community Bank loans receivable1,837,154 
CCBX
Commercial and industrial loans:
Capital call lines$87,494 
All other commercial & industrial loans54,298 
Real estate loans:
Residential real estate loans238,035 
Consumer and other loans:
Credit cards505,837 
Other consumer and other loans310,574 
Gross CCBX loans receivable1,196,238 
Total gross loans receivable3,033,392 
Net deferred origination fees and premiums(7,300)
Loans receivable$3,026,092 

 

 

December 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(dollars in thousands)

 

Commercial and industrial loans

 

$

90,390

 

 

$

88,688

 

Real estate loans:

 

 

 

 

 

 

 

 

Construction, land, and land development

 

 

64,045

 

 

 

41,641

 

Residential real estate

 

 

94,745

 

 

 

87,031

 

Commercial real estate

 

 

515,959

 

 

 

437,717

 

Consumer and other loans

 

 

3,584

 

 

 

2,058

 

Gross loans receivable

 

 

768,723

 

 

 

657,135

 

Net deferred origination fees and premiums

 

 

(824

)

 

 

(347

)

Loans receivable

 

$

767,899

 

 

$

656,788

 

132


Table of Contents
December 31,
2022
Consolidated(dollars in thousands)
Commercial and industrial loans$312,628 
Real estate loans:
Construction, land, and land development214,055 
Residential real estate449,157 
Commercial real estate1,048,752 
Consumer and other loans608,771 
Gross loans receivable2,633,363 
Net deferred origination fees and premiums(6,107)
Loans receivable$2,627,256 
Accrued interest on loans, which is excluded from the balances in the preceding table of loans receivable, was $25.6 million and $17.0 million at December 31, 2023 and December 31, 2022, respectively, and was included in accrued interest receivable on the Company's consolidated balance sheets.
Included in consumercommercial and industrial loans is $87.5 million and $146.0 million in capital call lines, as of December 31, 2023 and December 31, 2022, respectively, provided to venture capital firms through one of our BaaS clients. These loans are secured by the capital call rights and are individually underwritten to the Bank’s credit standards and the underwriting is reviewed by the Bank on every line. Also included in commercial and industrial loans are Paycheck Protection Program (“PPP”) loans of $3.0 million and $4.7 million at December 31, 2023 and December 31, 2022, respectively. PPP loans are 100% guaranteed by the SBA.
Consumer and other loans areincludes overdrafts of $36,000$2.8 million and $76,000$2.7 million at December 31, 20182023 and December 31, 2017,2022, respectively. Community bank overdrafts were $255,000 and $94,000 at December 31, 2023 and December 31, 2022, respectively and CCBX overdrafts were $2.5 million and $2.6 million at December 31, 2023 and December 31, 2022, respectively.
The Company has pledged loans totaling $155,029,000$1.01 billion and $147,008,000$220.1 million at December 31, 20182023 and December 31, 2017,2022, respectively, for borrowing lines at the FHLB and FRB.

The balance of SBA and USDA loans and participations serviced for others totaled $24,878,000$8.7 million and $29,910,000$14.3 million at December 31, 20182023 and December 31, 2017,2022, respectively.

The balance of MSLP loans participated and serviced for others totaled $53.4 million and $58.0 million at December 31, 2023 and December 31, 2022, respectively, with $2.8 million and $3.1 million outstanding and included in commercial and industrial loans as of December 31, 2023 and December 31, 2022, respectively.
The Company, through the community bank, at times, purchases individual whole loans at fair value as of the acquisition date. PurchasedThe Company held purchased loans with remaining balances totaled $45,368,000$8.1 million and $43,213,000$9.6 million as of December 31, 20182023 and December 31, 2017,2022, respectively. Unamortized premiums totaled $701,000$154,000 and $718,000$167,000 as of December 31, 20182023 and December 31, 2017,2022, respectively, and are amortized into interest income over the life of the loans.

These loans are included in the applicable loan category depending upon the collateral and purpose of the individual loan.

The Company, through the community bank, has purchased participation loans with remaining balances totaling $36,561,000$53.5 million and $8,124,000$63.9 million as of December 31, 20182023 and December 31, 2017,2022, respectively.

These loans are included in the applicable loan category depending upon the collateral and purpose of the individual loan.

The Company, through the community bank, purchased loans from CCBX partners, at par, through agreements with those CCBX partners, and those loans had a remaining balance of $46.5 million as of December 31, 2023 and $157.4 million as of December 31, 2022. As of December 31, 2023, $40.2 million is included in consumer and other loans and $6.3 million is included in commercial and industrial loans, compared to $146.1 million in consumer and other loans and $11.3 million in commercial and industrial loans as of December 31, 2022.

133

Table of Contents
The following is a summary of the Company’s loan portfolio segments:

Commercial and industrial loans - Commercial and industrial loans are secured by business assets including inventory, receivables and machinery and equipment of businesses located generally in the Company’s primary market area.area and capital calls on venture and investment funds. Also included in commercial and industrial loans are $54.3 million in unsecured loans originated through CCBX partners as of December 31, 2023, compared to $14.9 million as of December 31, 2022. Loan types in this segment include PPP loans, revolving lines of credit, term loans, and loans secured by liquid collateral such as cash deposits or marketable securities. TheIn addition, included in commercial and industrial loans are loans to other financial institutions. Additionally, the Company also issues letters of credit on behalf of its customers. Risk arises primarily due to the difference between expected and actual cash flows of the borrowers. In addition, the recoverability of the Company’s investment in these loans is also dependent on other factors primarily dictated by the type of collateral securing these loans. The fair value of the collateral securing these loans may fluctuate as market conditions change. In the case of loans secured by accounts receivable, the recovery of the Company’s investment is dependent upon the borrower’s ability to collect amounts due from its customers.

For the year ended December 31, 2023, $87.5 million in CCBX capital call lines are included in commercial and industrial loans compared to $146.0 million at December 31, 2022. Capital call lines are provided to venture capital firms. These loans are secured by the capital call rights and are individually underwritten to the Bank’s credit standards and the underwriting is reviewed by the Bank on every line/loan.
Construction, land and land development loans - We originateThe Company originates loans for the construction of 1-4 family, multifamily, and CRE properties in the Company’s market area. Construction loans are considered to have higher risks due to construction completion and timing risk, the ultimate repayment being sensitive to interest rate changes, government regulation of real property and the availability of long-term financing. Additionally, economic conditions may impact the Company’s ability to recover its investment in construction loans, as adverse economic conditions may negatively impact the real estate market, which could affect the borrower’s ability to complete and sell the project. Additionally, the fair value of the underlying collateral may fluctuate as market conditions change. WeThe Company occasionally originateoriginates land loans for the purpose of facilitating the ultimate construction of a home or commercial building. The primary risks include the borrower’s ability to pay and the inability of the Company to recover its investment due to a material decline in the fair value of the underlying collateral.

Residential real estate - Residential real estate includes various types of loans for which the Company holds real property as collateral. Included in this segment are multi-family loans, first lien single family loans, which the Company occasionally purchases to diversify its loan portfolio, home equity lines of credit and rental portfolios secured by one-to-four family homes. The primary risks of residential real estate loans include the borrower’s inability to pay, material decreases in the value of the collateral, and significant increases in interest rates which may make the loan unprofitable.

As of December 31, 2023, $238.0 million in loans originated through CCBX partners are included in residential real estate loans, compared to $244.6 million at December 31, 2022. These home equity lines of credit are secured by residential real estate and are accessed by using a credit card. Home equity lines of credit are classified as residential real estate per regulatory guidelines.
Commercial real estate (includes owner occupied and nonowner occupied) - Commercial real estate includesloans include various types of loans for which the Company holds real property as collateral. We make commercial mortgage loans collateralized by owner-occupied and non-owner-occupied real estate, as well as multi-family residential loans. The primary risks of commercial real estate loans include the borrower’s inability to pay, material decreases in the value of the collateralized real estate and significant increases in interest rates, which may make the real estate loan unprofitable. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.

Consumer and other loans - We originate The community bank originates a limited number of consumer loans, generally for banking customers only, which consist primarily of home equity lines of credit, saving account secured loans, and auto loans. CCBX originates consumer loans including credit cards, consumer term loans and secured and unsecured lines of credit. This loan category also includes overdrafts. Repayment of these loans is dependent on the borrower’s ability to pay and the fair value of the underlying collateral.


As of December 31, 2023 $816.4 million in CCBX loans are included in consumer and other loans, compared to $607.0 million at December 31, 2022.

134

Table of Contents
Past due and Nonaccrual Loans
The following table illustrates an age analysis of past due loans as of the dates indicated:

 

30-89

Days Past

Due

 

 

90 Days

or More

Past Due

 

 

Total

Past Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

90 Days or

More Past

Due and

Still

Accruing

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-89
Days Past
Due
30-89
Days Past
Due
90 Days
or More
Past Due
Total
Past Due
CurrentTotal
Loans
90 Days or
More Past
Due and
Still
Accruing
(dollars in thousands; unaudited)(dollars in thousands; unaudited)
December 31, 2023
Community Bank
Community Bank
Community Bank
Commercial and industrial
loans
Commercial and industrial
loans

Commercial and industrial loans

 

$

171

 

 

$

494

 

 

$

665

 

 

$

89,725

 

 

$

90,390

 

 

$

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and
land development
Construction, land and
land development

Construction, land and land development

 

 

823

 

 

 

 

 

 

823

 

 

 

63,222

 

 

 

64,045

 

 

 

 

Residential real estate

 

 

 

 

 

72

 

 

 

72

 

 

 

94,673

 

 

 

94,745

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

515,959

 

 

 

515,959

 

 

 

 

Consumer and other loans

 

 

2

 

 

 

 

 

 

2

 

 

 

3,582

 

 

 

3,584

 

 

 

 

 

$

996

 

 

$

566

 

 

$

1,562

 

 

$

767,161

 

 

$

768,723

 

 

$

 

Total community bank
CCBX
Commercial and industrial loans:
Commercial and industrial loans:
Commercial and industrial loans:
Capital call lines
Capital call lines
Capital call lines
All other commercial &
industrial loans
Real estate loans:
Residential real
estate loans
Residential real
estate loans
Residential real
estate loans
Consumer and other loans:
Credit cards
Credit cards
Credit cards
Other consumer and
other loans
Total CCBX
Total Consolidated

Less net deferred origination fees and

premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(824

)

 

 

 

 

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

767,899

 

 

 

 

 

Loans receivable
Loans receivable

 

 

30-89

Days Past

Due

 

 

90 Days

or More

Past Due

 

 

Total

Past Due

 

 

Current

 

 

Total

Loans

 

 

Recorded

Investment

90 Days or

More Past

Due and

Still

Accruing

 

 

 

(dollars in thousands)

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

791

 

 

$

372

 

 

$

1,163

 

 

$

87,525

 

 

$

88,688

 

 

$

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

218

 

 

 

 

 

 

218

 

 

 

41,423

 

 

 

41,641

 

 

 

 

Residential real estate

 

 

76

 

 

 

 

 

 

76

 

 

 

86,955

 

 

 

87,031

 

 

 

 

Commercial real estate

 

 

333

 

 

 

345

 

 

 

678

 

 

 

437,039

 

 

 

437,717

 

 

 

 

Consumer and other loans

 

 

 

 

 

 

 

 

 

 

 

2,058

 

 

 

2,058

 

 

 

 

 

 

$

1,418

 

 

$

717

 

 

$

2,135

 

 

$

655,000

 

 

 

657,135

 

 

$

 

Less net deferred origination fees and

   premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(347

)

 

 

 

 

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

656,788

 

 

 

 

 

135



A summaryTable of information pertaining to impairedContents
Consolidated30-89
Days Past
Due
90 Days
or More
Past Due
Total
Past Due
CurrentTotal
Loans
90 Days or
More Past
Due and
Still
Accruing
(dollars in thousands)
December 31, 2022
Commercial and industrial loans$393 $486 $879 $311,749 $312,628 $404 
Real estate loans:
Construction, land and land development— 66 66 213,989 214,055 — 
Residential real estate1,016 876 1,892 447,265 449,157 876 
Commercial real estate95 6,901 6,996 1,041,756 1,048,752 — 
Consumer and other loans37,932 24,815 62,747 546,024 608,771 24,815 
$39,436 $33,144 $72,580 $2,560,783 $2,633,363 $26,095 
Less net deferred origination fees and premiums(6,107)
Loans receivable$2,627,256 
There were $46.5 million in loans past due 90 days or more and still accruing interest as of the period indicated:

 

 

Unpaid

Contractual

Principal

Balance

 

 

Recorded

Investment

With No

Allowance

 

 

Recorded

Investment

With

Allowance

 

 

Total

Recorded

Investment

 

 

Related

Allowance

 

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

766

 

 

$

493

 

 

$

 

 

$

493

 

 

$

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

74

 

 

 

72

 

 

 

 

 

 

72

 

 

 

 

Commercial real estate

 

 

1,491

 

 

 

1,261

 

 

 

 

 

 

1,261

 

 

 

 

Total

 

$

2,331

 

 

$

1,826

 

 

$

 

 

$

1,826

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

1,123

 

 

$

1,065

 

 

$

 

 

$

1,065

 

 

$

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

94

 

 

 

89

 

 

 

 

 

 

89

 

 

 

 

Commercial real estate

 

 

2,249

 

 

 

1,660

 

 

 

 

 

 

1,660

 

 

 

 

Total

 

$

3,466

 

 

$

2,814

 

 

$

 

 

$

2,814

 

 

$

 

The following tables summarize the average recorded investment and interest income recognized on impaired loans by loan class for the year ended December 31, 20182023, and 2017:

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

 

(dollars in thousands)

 

Commercial and industrial loans

 

$

1,103

 

 

$

28

 

 

$

1,157

 

 

$

56

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land and land development

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

306

 

 

 

5

 

 

 

93

 

 

 

 

Commercial real estate

 

 

1,288

 

 

 

 

 

 

1,888

 

 

 

11

 

Total

 

$

2,697

 

 

$

33

 

 

$

3,138

 

 

$

67

 

$26.1 million as of December 31, 2022. The Company grants restructuringsincrease is attributed to loans originated through CCBX lending partners which continue to accrue interest up to 180 days past due.

The accrual of interest on community bank loans is discontinued when, in response to borrower financial difficulty, and generally provides for a temporary modification of loan repayment terms. The restructured loans on accrual status represent the only impaired loans accruing interest. In order for a restructured loan to be considered for accrual status, the loan’s collateral coverage generally will be greater than or equal to 100% of the loan balance, the loan is current on payments, andmanagement’s opinion, the borrower mustmay be unable to meet payments as they become due or when they are 90 days past due as to either prefund anprincipal or interest, reserve or demonstrate the ability to make payments from a verified source of cash flow for an extended period of time, usually at least six months in duration.


The following table presents troubled debt restructurings by accrual versus nonaccrual statusunless they are well secured and by loan class as of the period indicated:

 

 

Accrual

Status

 

 

Nonaccrual

Status

 

 

Total

Restructured

Loans

 

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

1,261

 

 

$

1,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

1,315

 

 

$

1,315

 

No loans were restructured in the year ended December 31, 2018process of collection.  Installment/closed-end, and December 31, 2017 that qualifiedrevolving/open-end consumer loans originated through CCBX lending partners will continue to accrue interest until 120 and 180 days past due, respectively and an allowance is recorded through provision expense for these expected losses. For installment/closed-end and revolving/open-end consumer loans originated through CCBX lending partners with balances outstanding beyond 120 days and 180 days past due, respectively, principal and capitalized interest outstanding is charged off against the allowance and accrued interest outstanding is reversed against interest income. These consumer loans are reported as troubled debt restructurings. The Company had no commitments to loan additional funds to borrowers whose loans were classified as troubled debt restructurings at December 31, 2018.

nonperforming/substandard, 90 days or more days past due and still accruing.

When loans are placed on nonaccrual status, all accrued interest is reversed from current period earnings. Payments received on nonaccrual loans are generally applied as a reduction to the loan principal balance. If the likelihood of further loss is removed, the Company will recognize interest on a cash basis only. Loans may be returned to accruing status if the Company believes that all remaining principal and interest is fully collectible and there has been at least six months of sustained repayment performance since the loan was placed on nonaccrual.

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Table of Contents
An analysis of nonaccrual loans by category consisted of the following at the periods indicated:

 

December 31,

 

 

December 31,

 

 

2018

 

 

2017

 

 

(dollars in thousands)

 

December 31,December 31,December 31,
202320232022
Total NonaccrualTotal NonaccrualNonaccrual with No ACLTotal Nonaccrual
(dollars in thousands; unaudited)(dollars in thousands; unaudited)
Community Bank
Commercial and industrial loans
Commercial and industrial loans

Commercial and industrial loans

 

$

493

 

 

$

372

 

Real estate loans:

 

 

 

 

 

 

 

 

Construction, land and land development
Construction, land and land development
Construction, land and land development

Residential real estate

 

 

72

 

 

 

88

 

Commercial real estate

 

 

1,261

 

 

 

1,660

 

Consumer and other loans

Total nonaccrual loans

 

$

1,826

 

 

$

2,120

 

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Table of Contents
In some circumstances, the Company modifies loans in response to borrower financial difficulty, and generally provides for a temporary modification of loan repayment terms. In order for a modified loan to be considered for accrual status, the loan’s collateral coverage generally will be greater than or equal to 100% of the loan balance, the loan is current on payments, and the borrower must either prefund an interest reserve or demonstrate the ability to make payments from a verified source of cash flow for an extended period of time, usually at least six months in duration.
In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis.
No loans were modified for community bank borrowers experiencing financial difficulty in the twelve months ended months ended December 31, 2023.
The following table presents the CCBX loans at December 31, 2023 that were both experiencing financial difficulty and were modified during the year ended December 31, 2023 by class and by type of modification. The percentage of the loans that were modified to borrowers in financial distress as compared to the total of each class of loans is also presented below.
Principal ForgivenessTerm ExtensionInterest Rate ReductionPrincipal Forgiveness & Payment DelayPrincipal Forgiveness, Payment Delay & Term ExtensionTotalTotal Class of Financing Receivable
(dollars in thousands; unaudited)
CCBX
Commercial and industrial loans:
All other commercial & industrial loans$— $1,247 $— $27 $18 $1,292 2.38 %
Consumer and other loans:
Credit cards— 4,201 — — 4,202 0.83 
Other consumer and other loans— 13,571 — 3,838 2,846 20,255 6.52 
Total$$14,818 $4,201 $3,865 $2,864 $25,749 0.85 %
The Company has committed to lend additional amounts totaling$320,000 to the borrowers included in the previous table.
The performance of loans modified is monitored to understand the effectiveness of the modification efforts. The following table presents the performance of such loans that have been modified in the last 12 months:
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Table of Contents
30-89
Days Past
Due
90 Days
or More
Past Due
Total Past Due
(dollars in thousands)
CCBX
Commercial and industrial loans:
All other commercial & industrial loans$268 $219 $487 
Consumer and other loans:
Credit cards1,747 1,436 3,183 
Other consumer and other loans3,436 716 4,152 
Total CCBX$5,451 $2,371 $7,822 
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2023:
Principal ForgivenessWeighted Average Interest Rate ReductionWeighted Average Term Extension (years)
(dollars in thousands)
CCBX
Commercial and industrial loans:
All other commercial & industrial loans$— — %0.9
Real estate loans:
Residential real estate loans42 — n/a
Consumer and other loans:
Credit cards— 20.5 n/a
Other consumer and other loans— — 0.8
Total CCBX$42 20.5 %0.8
The following table presents the total of loans that had a payment default during the year ended December 31, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
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Term ExtensionInterest Rate ReductionPrincipal Forgiveness & Payment DelayPrincipal Forgiveness, Payment Delay & Term ExtensionTotal
(dollars in thousands; unaudited)
CCBX
Commercial and industrial loans:
All other commercial & industrial loans$487 $— $$— $492 
Consumer and other loans:
Credit cards— 3,924 — — 3,924 
Other consumer and other loans3,155 — 1,143 619 4,917 
Total$3,642 $3,924 $1,148 $619 $9,333 
Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the loan balance is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
Credit Quality and Credit Risk

Federal regulations require that the Company periodically evaluate the risks inherent in its loan portfolio. In addition, the Company’s regulatory agencies have authority to identify problem loans and, if appropriate, require them to be reclassified. The Company establishes loan grades for loans at the origination of the loan. Changes to community bank loan grades are considered at the time new information about the performance of a loan becomes available, including the receipt of updated financial information from the borrower and after loan reviews. For consumer loans, the Bank follows the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification and Account Management Policy for subsequent classification in the event of payment delinquencies or default. Typically, an individual loan grade will not be changed from the prior period unless there is a specific indication of credit deterioration or improvement. Credit deterioration is evidenced by delinquency, direct communications with the borrower or other borrower information that becomes known to management. Credit improvements are evidenced by known facts regarding the borrower or the collateral property. The Company classifies some loans as Watch or Other Loans Especially Mentioned (“OLEM”). Loans classified as Watch are performing assets but have elements of risk that require more monitoring than other performing loans and are reported in the OLEM column in the following table. Loans classified as OLEM are assets that continue to perform but have shown deterioration in credit quality and require close monitoring. There are three classifications for problem loans: Substandard, Doubtful, and Loss. Substandard loans have one or more defined weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Revolving (open-ended loans, such as credit cards) and installment (closed end) consumer loans originated through CCBX partners continue to accrue interest until they are charged-off at 120 days past due for installment loans (primarily unsecured loans to consumers) and 180 days past due for revolving loans (primarily credit cards) and are classified as substandard. Doubtful loans have the weaknesses of loans classified as Substandard, with additional characteristics that suggest the weaknesses make collection or recovery in full after liquidation of collateral questionable on the basis of currently existing facts, conditions, and values. There is a high possibility of loss in loans classified as Doubtful. A loan classified as Loss is considered uncollectible and of such little value that continued classification of the credit as a loan is not warranted. If a loan or a portion thereof is classified as Loss, it must be charged-off, meaning the amount of the loss is charged against the allowance for loancredit losses, thereby reducing that reserve.
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Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. As of December 31, 2023 and December 31, 2022, based on the most recent analysis performed, the risk category of community bank loans by year of origination is as follows:
Term Loans Amortized Cost Basis by Origination Year
Community Bank20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted To TermTotal
(dollars in thousands)
As of December 31, 2023
Commercial and industrial loans
Risk rating
Pass$15,882 $56,428 $15,566 $10,044 $12,429 $1,442 $33,412 $1,020 $146,223 
Other Loan Especially Mentioned— — — 111 — — 3,168 — $3,279 
Substandard— — — — — — — — $— 
Doubtful— — — — — — — — — 
Total commercial and industrial
   loans - All other commercial and
   industrial loans
$15,882 $56,428 $15,566 $10,155 $12,429 $1,442 $36,580 $1,020 $149,502 
Current period gross write-offs$— $— $— $— $— $46 $— $— $46 
Real estate loans -
Construction, land and land
development loans
Risk rating
Pass$75,129 $49,275 $20,811 $2,859 $914 $1,598 $— $— $150,586 
Other Loan Especially Mentioned— — 3,589 2,325 — — — — $5,914 
Substandard— — — — — — 600 — $600 
Doubtful— — — — — — — — $— 
Total real estate loans -
   Construction, land and land
   development loans
$75,129 $49,275 $24,400 $5,184 $914 $1,598 $600 $— $157,100 
Current period gross write-offs$— $— $— $— $— $— $— $— $— 
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Table of Contents
Term Loans Amortized Cost Basis by Origination Year
Community Bank20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted To TermTotal
(dollars in thousands)
As of December 31, 2023
Real estate loans -
Residential real estate loans
Risk rating
Pass$32,352 $41,362 $39,137 $30,259 $31,982 $22,429 $24,396 $18 $221,935 
Other Loan Especially Mentioned— 1,098 2,020 28 — 40 100 — $3,286 
Substandard— — — — — — — 170 $170 
Doubtful— — — — — — — — $— 
Total real estate loans -
   Residential real estate loans
$32,352 $42,460 $41,157 $30,287 $31,982 $22,469 $24,496 $188 $225,391 
Current period gross write-offs$— $— $— $— $— $— $— $— $— 
Real estate loans -
Commercial real estate loans
Risk rating
Pass$244,169 $303,329 $222,287 $144,602 $126,437 $233,482 $7,509 $1,719 $1,283,534 
Other Loan Especially Mentioned— 3,257 5,891 171 506 2,099 100 — $12,024 
Substandard— — — 924 6,900 — 151 — $7,975 
Doubtful— — — — — — — — — 
Total real estate loans -
   Commercial real estate loans
$244,169 $306,586 $228,178 $145,697 $133,843 $235,581 $7,760 $1,719 $1,303,533 
Current period gross write-offs$— $— $— $— $— $— $— $— $— 
Consumer and other loans -
Other consumer and other loans
Risk rating
Pass$323 $272 $$679 $38 $164 $147 $— $1,628 
Other Loan Especially Mentioned— — — — — — — — $— 
Substandard— — — — — — — — $— 
Doubtful— — — — — — — — — 
Total consumer and other
   loans - Other consumer and
   other loans
$323 $272 $$679 $38 $164 $147 $— $1,628 
Current period gross write-offs$18 $— $— $— $— $— $— $— $18 
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Table of Contents
Term Loans Amortized Cost Basis by Origination Year
Community Bank20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted To TermTotal
(dollars in thousands)
As of December 31, 2023
Total community bank loans receivable
Risk rating
Pass$367,855 $450,666 $297,806 $188,443 $171,800 $259,115 $65,464 $2,757 $1,803,906 
Other Loan Especially Mentioned— 4,355 11,500 2,635 506 2,139 3,368 — $24,503 
Substandard— — — 924 6,900 — 751 170 $8,745 
Doubtful— — — — — — — — — 
Total community bank loans$367,855 $455,021 $309,306 $192,002 $179,206 $261,254 $69,583 $2,927 $1,837,154 
Current period gross write-offs$18 $— $— $— $— $46 $— $— $64 
The Company considers the performance of the CCBX loan portfolio and its impact on the allowance for credit losses. For CCBX loans, the Company also classifies some loans as Watch or Other Loans Especially Mentioned (OLEM). Loans classified as Watch are performing assets and classified as pass credits but have elements of risk that require more monitoring than other performing loans and are reported in the Pass column in the following table. Loans classified as OLEM are assets that continue to perform but have shown deterioration inevaluates credit quality based on the aging status of the loan, which was previously presented, and require close monitoring.

by payment activity. The following table presents the loans in CCBX based on payment activity:

Term Loans Amortized Cost Basis by Origination Year
CCBX20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted To TermTotal
(dollars in thousands)
As of December 31, 2023
Commercial and industrial loans -
Capital call lines
Payment performance
Performing$— $— $— $— $— $— $87,494 $— $87,494 
Nonperforming— — — — — — — — — 
Total commercial and industrial
   loans - Capital call lines
$— $— $— $— $— $— $87,494 $— $87,494 
Current period gross write-offs$— $— $— $— $— $— $— $— $— 
Commercial and industrial loans -
All other commercial and industrial loans
Payment performance
Performing$42,267 $6,835 $$11 $— $— $3,090 $— $52,212 
Nonperforming1,333 277 — — — — 476 — 2,086 
Total commercial and industrial
   loans - All other commercial and
   industrial loans
$43,600 $7,112 $$11 $— $— $3,566 $— $54,298 
Current period gross write-offs$3,848 $2,502 $15 $16 $— $— $224 $— $6,605 

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Term Loans Amortized Cost Basis by Origination Year
CCBX20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted To TermTotal
(dollars in thousands)
As of December 31, 2023
Real estate loans -
Residential real estate loans
Payment performance
Performing$— $— $— $— $— $— $212,435 $24,485 $236,920 
Nonperforming— — — — — — 1,115 — 1,115 
Total real estate loans -
   Residential real estate loans
$— $— $— $— $— $— $213,550 $24,485 $238,035 
Current period gross write-offs$— $— $— $— $— $— $4,641 $— $4,641 
Consumer and other loans -
Credit cards
Payment performance
Performing$— $— $— $— $— $— $469,049 $1,953 $471,002 
Nonperforming— — — — — — 33,655 1,180 34,835 
Total consumer and other
   loans - Credit cards
$— $— $— $— $— $— $502,704 $3,133 $505,837 
Current period gross write-offs$— $— $— $— $— $— $61,358 $— $61,358 
Consumer and other loans -
Other consumer and other loans
Payment performance
Performing$216,024 $50,732 $6,888 $98 $418 $317 $27,609 $— $302,086 
Nonperforming4,229 3,074 477 — 10 691 — 8,488 
Total consumer and other
   loans - Other consumer and
   other loans
$220,253 $53,806 $7,365 $98 $425 $327 $28,300 $— $310,574 
Current period gross write-offs$17,815 $43,115 $11,574 $84 $346 $217 $6,178 $— $79,329 
Total CCBX loans receivable
Payment performance
Performing$258,291 $57,567 $6,897 $109 $418 $317 $799,677 $26,438 $1,149,714 
Nonperforming5,562 3,351 477 — 10 35,937 1,180 46,524 
Total CCBX loans$263,853 $60,918 $7,374 $109 $425 $327 $835,614 $27,618 $1,196,238 
Current period gross write-offs$21,663 $45,617 $11,589 $100 $346 $217 $72,401 $— $151,933 
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Table of Contents
Loans by credit quality risk ratingratings are as follows as of the periods indicated:

ConsolidatedConsolidatedPassOther Loans
Especially
Mentioned
Sub-
Standard
DoubtfulTotal
(dollars in thousands)(dollars in thousands)

 

Pass

 

 

Other

Loans

Especially

Mentioned

 

 

Sub-

Standard

 

 

Doubtful

 

 

Total

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022
December 31, 2022
December 31, 2022
Commercial and industrial loans
Commercial and industrial loans

Commercial and industrial loans

 

$

84,859

 

 

$

3,908

 

 

$

1,623

 

 

$

 

 

$

90,390

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land, and land development
Construction, land, and land development

Construction, land, and land development

 

 

55,666

 

 

 

8,379

 

 

 

 

 

 

 

 

 

64,045

 

Residential real estate

 

 

94,548

 

 

 

125

 

 

 

72

 

 

 

 

 

 

94,745

 

Commercial real estate

 

 

512,151

 

 

 

2,547

 

 

 

1,261

 

 

 

 

 

 

515,959

 

Consumer and other loans

 

 

3,584

 

 

 

 

 

 

 

 

 

 

 

 

3,584

 

 

$

750,808

 

 

$

14,959

 

 

$

2,956

 

 

$

 

 

 

768,723

 

Less net deferred origination fees and premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(824

)

$
Less net deferred origination fees

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

767,899

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial loans

 

$

87,247

 

 

$

376

 

 

$

902

 

 

$

163

 

 

$

88,688

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land, and land development

 

 

39,081

 

 

 

2,560

 

 

 

 

 

 

 

 

 

41,641

 

Residential real estate

 

 

86,464

 

 

 

479

 

 

 

88

 

 

 

 

 

 

87,031

 

Commercial real estate

 

 

434,421

 

 

 

1,636

 

 

 

1,315

 

 

 

345

 

 

 

437,717

 

Consumer and other loans

 

 

2,058

 

 

 

 

 

 

 

 

 

 

 

 

2,058

 

 

$

649,271

 

 

$

5,051

 

 

$

2,305

 

 

$

508

 

 

 

657,135

 

Less net deferred origination fees and premiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(347

)

Loans receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

656,788

 


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Table of Contents
Allowance for LoanCredit Losses

("ACL")

On January 1, 2023, the Company adopted ASU 2016-13, which replaces the incurred loss methodology with an expected loss methodology that is referred to as CECL. See Note 1, Description of Business and Summary of Significant Accounting Policies. As a result of implementing CECL, there was a one-time adjustment to the 2023 opening allowance balance of $3.9 million.
CCBX loans have a higher level of expected losses than our community bank loans, which is reflected in the factors for the allowance for credit losses. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by reimbursing most losses. In accordance with accounting guidance, we estimate and record a provision for expected losses for these CCBX loans and reclassified negative deposit accounts. When the provision for CCBX credit losses and provision for unfunded commitments are recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS credit enhancements). Expected losses are recorded in the allowance for credit losses. The Company’s ALLL covers estimatedcredit enhancement asset is reduced when credit enhancement payments are received from the CCBX partner or taken from the partner's cash reserve account. CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by reimbursing the Bank for the losses. If the partner is unable to fulfill its contracted obligations then the Bank could be exposed to the loss of the reimbursement and credit enhancement income. In accordance with the program agreement for one CCBX partner, the Company is responsible for credit losses on individually evaluated loansapproximately 10% of a $288.1 million loan portfolio that are determined to be impaired as well as estimated probablewithout credit enhancement reimbursements. At December 31, 2023, 10% of this portfolio represented $29.1 million in loans. The partner is responsible for reimbursing credit losses inherent in the remainderon approximately 90% of this portfolio and for fraud losses on 100% of this portfolio. The Company earns 100% of the loan portfolio. The ALLL is prepared using the information provided by the Company’s credit review process and our historical loss data, together with data from peer institutions and economic information gathered from published sources.

The loan portfolio is segmented into groups of loans with similar risk profiles. Each segment possesses varying degrees of risk basedinterest income on the typeaforementioned $29.1 million of loan, the typeloans.

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Table of collateral, and the sensitivity of the borrower or industry to changes in external factors such as economic conditions. An estimated loss rate calculated the Company’s actual historical loss rates adjusted for current portfolio trends, economic conditions, and other relevant internal and external factors, is applied to each group’s aggregate loan balances.

Contents

The following tables summarize the allocation of the allowance for loan loss,ACL, as well as the activity in the allowance for loan lossACL attributed to various segments in the loan portfolio, as of and for the year ended December 31, 2018:

 

 

Commercial

and

Industrial

 

 

Construction,

Land, and

Land

Development

 

 

Residential

Real

Estate

 

 

Commercial

Real Estate

 

 

Consumer

and Other

 

 

Unallocated

 

 

Total

 

 

 

(dollars in thousands)

 

ALLL balance, December 31, 2017

 

$

1,864

 

 

$

1,063

 

 

$

1,343

 

 

$

2,014

 

 

$

43

 

 

$

1,690

 

 

$

8,017

 

Provision for loan losses or

   (recapture)

 

 

579

 

 

 

743

 

 

 

239

 

 

 

718

 

 

 

47

 

 

 

(500

)

 

 

1,826

 

 

 

 

2,443

 

 

 

1,806

 

 

 

1,582

 

 

 

2,732

 

 

 

90

 

 

 

1,190

 

 

 

9,843

 

Loans charged-off

 

 

(408

)

 

 

 

 

 

 

 

 

(84

)

 

 

(27

)

 

 

 

 

 

(519

)

Recoveries of loans previously

   charged-off

 

 

4

 

 

 

 

 

 

65

 

 

 

 

 

 

14

 

 

 

 

 

 

83

 

Net (charge-offs) recoveries

 

 

(404

)

 

 

 

 

 

65

 

 

 

(84

)

 

 

(13

)

 

 

 

 

 

(436

)

ALLL balance, December 31, 2018

 

$

2,039

 

 

$

1,806

 

 

$

1,647

 

 

$

2,648

 

 

$

77

 

 

$

1,190

 

 

$

9,407

 

ALLL amounts allocated to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for

   impairment

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Collectively evaluated for

   impairment

 

 

2,039

 

 

 

1,806

 

 

 

1,647

 

 

 

2,648

 

 

 

77

 

 

 

1,190

 

 

 

9,407

 

ALLL balance, December 31, 2018

 

$

2,039

 

 

$

1,806

 

 

$

1,647

 

 

$

2,648

 

 

$

77

 

 

$

1,190

 

 

$

9,407

 

Loans individually evaluated

   for impairment

 

$

493

 

 

$

 

 

$

72

 

 

$

1,261

 

 

$

 

 

 

 

 

 

$

1,826

 

Loans collectively evaluated

   for impairment

 

 

89,897

 

 

 

64,045

 

 

 

94,673

 

 

 

514,698

 

 

 

3,584

 

 

 

 

 

 

 

766,897

 

Loan balance, December 31, 2018

 

$

90,390

 

 

$

64,045

 

 

$

94,745

 

 

$

515,959

 

 

$

3,584

 

 

 

 

 

 

$

768,723

 


The following tables summarize2023 and the allocation and activity of the loans and allowance for loan loss, as well as the activity in the allowance for loan losslosses ("ALLL ") attributed to the various segments in the loan portfolio as of and for the year ended December 31, 2017:

2022:

 

 

Commercial

and

Industrial

 

 

Construction,

Land, and

Land

Development

 

 

Residential

Real

Estate

 

 

Commercial

Real Estate

 

 

Consumer

and Other

 

 

Unallocated

 

 

Total

 

 

 

(dollars in thousands)

 

ALLL balance, December 31, 2016

 

$

1,606

 

 

$

1,398

 

 

$

1,495

 

 

$

1,474

 

 

$

26

 

 

$

1,545

 

 

$

7,544

 

Provision for loan losses

   or (recapture)

 

 

336

 

 

 

(430

)

 

 

(152

)

 

 

948

 

 

 

23

 

 

 

145

 

 

 

870

 

 

 

 

1,942

 

 

 

968

 

 

 

1,343

 

 

 

2,422

 

 

 

49

 

 

 

1,690

 

 

 

8,414

 

Loans charged-off

 

 

(81

)

 

 

 

 

 

 

 

 

(408

)

 

 

(11

)

 

 

 

 

 

(500

)

Recoveries of loans previously

   charged-off

 

 

3

 

 

 

95

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

103

 

Net (charge-offs) recoveries

 

 

(78

)

 

 

95

 

 

 

 

 

 

(408

)

 

 

(6

)

 

 

 

 

 

(397

)

ALLL balance,December 31, 2017

 

$

1,864

 

 

$

1,063

 

 

$

1,343

 

 

$

2,014

 

 

$

43

 

 

$

1,690

 

 

$

8,017

 

ALLL amounts allocated to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated

   for impairment

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Collectively evaluated

   for impairment

 

 

1,864

 

 

 

1,063

 

 

 

1,343

 

 

 

2,014

 

 

 

43

 

 

 

1,690

 

 

 

8,017

 

ALLL balance, September 30,

   2017

 

$

1,864

 

 

$

1,063

 

 

$

1,343

 

 

$

2,014

 

 

$

43

 

 

$

1,690

 

 

$

8,017

 

Loans individually evaluated

   for impairment

 

$

1,065

 

 

$

 

 

$

89

 

 

$

1,660

 

 

$

 

 

 

 

 

 

$

2,814

 

Loans collectively evaluated

   for impairment

 

 

87,623

 

 

 

41,641

 

 

 

86,942

 

 

 

436,057

 

 

 

2,058

 

 

 

 

 

 

 

654,321

 

Loan balance, December 31, 2017

 

$

88,688

 

 

$

41,641

 

 

$

87,031

 

 

$

437,717

 

 

$

2,058

 

 

 

 

 

 

$

657,135

 

Commercial
and
Industrial
Construction,
Land, and
Land
Development
Residential
Real
Estate
Commercial
Real Estate
Consumer
and Other
UnallocatedTotal
(dollars in thousands)
Twelve Months Ended December 31, 2023
ALLL balance, December 31, 2022$4,831 $7,425 $4,142 $5,470 $50,996 $1,165 $74,029 
Impact of adopting CECL (ASC 326)1,428 (1,589)1,623 1,240 2,315 (1,165)$3,852 
Provision for credit losses or (recapture)9,264 550 11,921 731 161,577 — 184,043 
15,523 6,386 17,686 7,441 214,888 — 261,924 
Loans charged-off(6,651)— (4,641)— (140,705)— (151,997)
Recoveries of loans previously charged-off— — 7,022 — 7,031 
Net charge-offs(6,646)— (4,637)— (133,683)— (144,966)
ACL balance, December 31, 2023$8,877 $6,386 $13,049 $7,441 $81,205 $— $116,958 
Twelve Months Ended December 31, 2022
ALLL Balance, December 31, 2021$3,221 $6,984 $4,598 $6,590 $7,092 $147 $28,632 
Provision for credit losses or (recapture)2,125 441 (4)(1,120)76,604 1,018 79,064 
5,346 7,425 4,594 5,470 83,696 1,165 107,696 
Loans charged-off(555)— (452)— (32,742)— (33,749)
Recoveries of loans previously charged-off40 — — — 42 — 82 
Net charge-offs(515)— (452)— (32,700)— (33,667)
ALLL Balance, December 31, 2022$4,831 $7,425 $4,142 $5,470 $50,996 $1,165 $74,029 
Twelve Months Ended December 31, 2021
ALLL balance, December 31, 2020$3,353 $3,545 $3,410 $7,810 $127 $1,017 $19,262 
Provision for credit losses or (recapture)23 3,439 1,267 (1,220)7,276 (870)9,915 
3,376 6,984 4,677 6,590 7,403 147 29,177 
Loans charged-off(222)— (79)— (339)— (640)
Recoveries of loans previously charged-off67 — — — 28 — 95 
Net charge-offs(155)— (79)— (311)— (545)
ALLL balance, December 31, 2021$3,221 $6,984 $4,598 $6,590 $7,092 $147 $28,632 


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The following table presents the collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:
Real EstateBusiness AssetsTotalACL
(dollars in thousands; unaudited)
December 31, 2023
Real estate loans:
Residential real estate$170 $— $170 $— 
Commercial real estate7,145 — 7,145 — 
Total$7,315 $— $7,315 $— 
The following table is a summary of information pertaining to impaired loans as of the period indicated. Loans originated through CCBX partners are reported using pool accounting and are not subject to individual impairment analysis, therefore CCBX loans are not included in this table.
Unpaid
Contractual
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
(dollars in thousands)
December 31, 2022
Commercial and industrial loans$124 $— $113 $113 $95 
Real estate loans:
Construction, land and land development67 66 — 66 — 
Residential real estate— — — — — 
Commercial real estate6,901 6,901 — 6,901 — 
Total$7,092 $6,967 $113 $7,080 $95 
The following tables summarize the average recorded investment and interest income recognized on impaired loans by loan class for the period indicated:
Twelve Months Ended
December 31, 2022December 31, 2021
Average
Recorded
Investment
Interest Income
Recognized
Average
Recorded
Investment
Interest Income
Recognized
(dollars in thousands)
Commercial and industrial loans$121 $— $498 $— 
Real estate loans:
Construction, land and land development40 — — — 
Residential real estate32 — 143 — 
Commercial real estate1,395 — — — 
Total$1,588 $— $641 $— 




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Table of Contents
Note 5 – Premises and Equipment

The investment in premises and equipment consisted of the following at December 31:

 

2018

 

 

2017

 

 

(dollars in thousands)

 

202320232022
(dollars in thousands)(dollars in thousands)

Land

 

$

2,426

 

 

$

2,426

 

Buildings

 

 

7,429

 

 

 

7,392

 

Leasehold Improvements

 

 

3,439

 

 

 

3,421

 

Furniture

 

 

1,894

 

 

 

1,821

 

Equipment

 

 

3,439

 

 

 

3,134

 

Software

 

 

772

 

 

 

508

 

Projects in process

 

 

332

 

 

 

132

 

.

 

 

19,731

 

 

 

18,834

 

34,238

Less accumulated depreciation and amortization

 

 

(6,564

)

 

 

(5,713

)

Premises and equipment, net

 

$

13,167

 

 

$

13,121

 

Depreciation and amortization on premises and equipment charged to expense totaled $1,071,000$2.3 million and $993,000$1.8 million for the years ended December 31, 20182023 and 2017,2022, respectively.


Note 6 – Leases
The Company leases certain branch and office facilitieshas committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception.
Operating lease right-of-use (“ROU”) assets represent a right to use an underlying asset for the contractual lease term. Operating lease liabilities represent an obligation to make lease payments arising from the lease. Any new operating leases entered into will be recognized as an operating lease ROU asset and operating lease liability at the commencement date of the new lease.
The Company’s leases do not provide an implicit interest rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine the present value of operating lease liabilities at the inception of the lease. The weighted average discount rate of operating lease liabilities at December 31, 2023 was 4.0%.
The Company’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Company’s lease agreements do not contain any residual value guarantees.
Operating leases with original terms of 12 months or less are not included in ROU assets and operating lease liabilities recorded in our consolidated balance sheets. Operating lease terms include options to extend when it is reasonably certain that the Company will exercise such options, determined on a lease-by-lease basis.At December 31, 2023, lease expiration dates ranged from threeless than two months to twenty21.2 years, with additional renewal options on certain leases typically ranging from 5 to 10 years. ManyAt December 31, 2023, the dollar weighted average remaining lease term for the Company’s operating leases was 9.0 years.
Rental expense for operating leases is recognized on a straight-line basis over the lease term and amounted to $1.2 million and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.
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The following sets forth, as of December 31, 2023, the minimum annual lease payments under the terms of these leases, includeinclusive of renewal options and provide for rate adjustments based on changes in various economic indicators.  Thethat the Company leases its Silver Lake and Everett facilities from related parties (Note 11).  Gross rental expense for branch facilities was $1,178,000 and $1,065,000 for 2018 and 2017, respectively.  is reasonably certain to renew:
(dollars in thousands)December 31,
2023
2024$1,016 
2025974 
2026977 
2027913 
2028692 
2029 and thereafter2,763 
Total lease payments7,335 
Less: amounts representing interest1,211 
Present value of lease liabilities$6,124 
Office space at a small number of branches is leased and sub-leased to a few tenants on month-to-month and multi-year leases. In 2018 a long-term tenant did not renew their lease.  Lease and sublease income was $81,000$205,000 and $222,000$157,000 for 20182023 and 2017,2022, respectively.

The Company entered into a capitalfollowing table presents the components of total lease expense and operating cash flows for the purchase of ATM equipment for $5,000 and $18,000 for 2018 and 2017, respectively.  Depreciation related to the capitalized equipment totaled $65,000 and $52,000 for the yearsyear ended December 31, 2018 and 2017, respectively.  This capital lease obligation is included2023:
For the Year Ended
(dollars in thousands)December 31,
2023
December 31,
2022
December 31,
2021
Lease expense:
Operating lease expense$1,074 $1,281 $1,283 
Variable lease expense236 193 148 
Total lease expense (1)$1,310 $1,474 $1,431 
Cash paid:
Cash paid reducing operating lease liabilities$1,334 $1,473 $1,419 
(1)Included in other liabilities onnet occupancy expense in the consolidated balance sheet.

The following sets forth, asConsolidated Statements of December 31, 2018, the future minimum lease payments under noncancelable operating leases, capital leases and future minimum income receivable under noncancelable operating leases and subleases:

Income.

 

 

Operating

Lease Payments

 

 

Capital Lease

Payments

 

 

Lease and

Sublease

Income

 

 

 

(dollars in thousands)

 

2019

 

$

1,336

 

 

$

70

 

 

$

41

 

2020

 

 

1,342

 

 

 

6

 

 

 

42

 

2021

 

 

1,264

 

 

 

 

 

 

44

 

2022

 

 

1,225

 

 

 

 

 

 

41

 

2023

 

 

1,168

 

 

 

 

 

 

 

Thereafter

 

 

2,905

 

 

 

 

 

 

 

 

 

$

9,240

 

 

$

76

 

 

$

168

 

Note 67 - Deposits

The composition of consolidated deposits consisted of the following at the periods indicated:

 

December 31,

 

 

December 31,

 

(dollars in thousands)(dollars in thousands)December 31,
2023
December 31,
2022
(dollars in thousands)(dollars in thousands)
Demand, noninterest bearing
NOW and money market
Savings

 

2018

 

 

2017

 

 

(dollars in thousands)

 

Demand, noninterest bearing

 

$

293,525

 

 

$

242,358

 

Now and money market

 

 

360,473

 

 

 

326,412

 

Savings

 

 

52,572

 

 

 

43,876

 

Brokered deposits
Brokered deposits
Brokered deposits

Time deposits less than $250,000

 

 

62,272

 

 

 

60,445

 

Time deposits $250,000 and over

 

 

34,772

 

 

 

30,204

 

Total deposits

 

$

803,614

 

 

$

703,295

 

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Table of Contents
The following table presents the maturity distribution of time deposits as of December 31, 2018 (dollars2023:
(dollars in thousands)
Twelve months$13,999 
One to two years2,490 
Two to three years1,119 
Three to four years100 
Four to five years650 
Thereafter— 
$18,358 
Included in thousands):

total deposits is $340.1 million in IntraFi network reciprocal NOW and money market sweep accounts as of December 31, 2023, which provides our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions.

Twelve months

 

$

67,588

 

One to two years

 

 

17,742

 

Two to three years

 

 

8,652

 

Three to four years

 

 

2,459

 

Four to five years

 

 

603

 

 

 

$

97,044

 


Note 78 – Federal Home Loan Bank Advances and Other Borrowings

At December 31, 20182023 and 2017December 31, 2022 the Company had $20,000,000 inno overnight or term FHLB advances. TheFHLB advances are secured by a blanket pledge of eligible collateral including first lien single family and multi-family mortgages with a carrying value of $112,117,000$321.5 million and $103,092,000$175.1 million at December 31, 20182023 and 2017,2022, respectively. The Company has available borrowing capacity of an additional $59,300,000$204.6 million from FHLB at December 31, 2018,2023, subject to certain collateral requirements and with interest at then stated rate.

The following table summarizes activities in advances from theprovides details on FHLB advance borrowings for the periods indicated:

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

 

 

(dollars in thousands)

 

Average balance outstanding

 

$

1,900

 

 

$

1,752

 

Maximum amount outstanditng at any month-end during the

   year

 

 

20,000

 

 

 

20,000

 

Balance outstanding at year end

 

 

20,000

 

 

 

20,000

 

Weighted average interest rate during the year

 

 

2.07

%

 

 

1.34

%

Year Ended December 31,
(Dollars in thousands)20232022
Maximum amount outstanding at any month-end during period:$— $— 
Average outstanding balance during period:$$6,029 
Weighted average interest rate during period:5.60 %1.13 %
Balance outstanding at end of period:$— $— 
Weighted average interest rate at end of period:— %— %

The Company has established an $8,000,000a $50.0 million unsecured line of credit with interest payable at the then-stated rate, with PCBB, which expires in June 2019.2024. There were no borrowings on this line at December 31, 20182023 or 2017.  

2022.

The Company has established a Borrower-in-Custody (BIC)(“BIC”) arrangement with the FRB, which is secured by eligible loans, with interest payable at the then-stated rate. At December 31, 2018,2023, the Company had pledged commercial real estate loans totaling $42,912,000,$685.7 million, which provided available borrowing capacity of $20,780,000.$435.5 million. At December 31, 2017,2022, the Company had pledged commercial real estate loans totaling $43,916,000,$45.0 million, which provided available borrowing capacity of $21,140,000.$26.7 million. There were no borrowings outstanding on this line of credit at December 31, 20182023 or 2017.

2022.




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Table of Contents
Note 89 – Subordinated Debt

At December 31, 20182023 and 2017,2022, the Company’s subordinated debt was as follows:

 

Aggregate Principal

Amount December 31,

2018

 

 

Aggregate Principal

Amount December 31,

2017

 

 

(dollars in thousands)

 

Aggregate Principal
Amount December 31,
2023
Aggregate Principal
Amount December 31,
2023
Aggregate Principal
Amount December 31,
2022
(dollars in thousands)(dollars in thousands)

Total liability, at par

 

$

10,000

 

 

$

10,000

 

Less: unamortized debt issuance costs

 

 

(35

)

 

 

(50

)

Total liability, at carrying value

 

$

9,965

 

 

$

9,950

 

Stated Maturity:

 

August 1, 2026

 

Interest Rate:

 

Fixed @ 5.65% 5 years; then Wall Street Prime +2.5% starting August 1, 2021

 

On July 29, 2016,August 18, 2021, the Company issuedentered into a $25.0 million subordinated note payable to Banterra Bank. purchase agreement.The $10,000,000 note maturingmatures on AugustSeptember 1, 2026,2031, is fixed for five years at 5.65%3.375%, and thereafter is variable at a floating rate, calculated quarterly, based on the Wall Street Journal prime rate plus 2.5%3-month SOFR +2.76%. Interest is paid quarterly. Principal payments of $500,000 per quarter commence
On November 1, 2021, in conjunction with2022, the Company entered into a $20.0 million subordinated note purchase agreement. The note matures on November 1, 2032, is fixed for five years at 7.000%, and thereafter is variable at a floating rate, period. Interestcalculated quarterly, based on the 3-month SOFR +2.90%.
Subordinated debt interest expense of $587,000$2.4 million and $1.2 million was recognized during 20182023 and 2017,2022, respectively, and accrued interest payable on this notethese notes totaled $96,000$515,000 and $535,000 at December 31, 20182023 and 2017.

2022, respectively.

Note 910 – Junior Subordinated Debentures

At December 31, 20182023 and 2017,2022, the Company’s junior subordinated debentures were as follows:

Coastal (WA) Statutory Trust I

 

Aggregate Principal

Amount December 31,

2018

 

 

Aggregate Principal

Amount December 31,

2017

 

Coastal (WA) Statutory Trust IAggregate Principal
Amount December 31,
2023
Aggregate Principal
Amount December 31,
2022

 

 

 

 

 

(dollars in thousands)

 

(dollars in thousands)(dollars in thousands)

Total liability, at par

 

$

3,609

 

 

$

3,609

 

Less: unamortized debt issuance costs

 

 

(28

)

 

 

(30

)

Total liability, at carrying value

 

$

3,581

 

 

$

3,579

 

Stated Maturity:

 

December 15, 2034

 

Interest Rate Spread:

 

Three-month LIBOR +2.10%

 

On December 15, 2004, the Company issued $3,609,000$3.6 million floating rate junior subordinated debentures to Coastal (WA) Statutory Trust I, which was formed for the issuance of trust preferred securities. ThePrior to June 30, 2023, the debentures bearbore interest at three-montha rate per annum equal to the 3-month LIBOR plus 2.10% (4.88% and 3.69% at. Beginning with rate adjustments subsequent to June 30, 2023, the rate is based off three-month CME Term SOFR plus 0.26%. The effective rate as of December 31, 20182023 and 2017, respectively).December 31, 2022 was 7.75% and 6.87%, respectively. Interest is payable quarterly. Interest expense of $157,000$271,000 and $122,000$143,000 was recognized during 20182023 and 2017,2022, respectively, and accrued interest payable on these securities totaled $7,000$13,000 and $6,000$12,000 at December 31, 20182023 and 2017,2022, respectively. There are no principal payments due on these debentures in the next five years.

The Trust is not consolidated with the Company. Accordingly, the Company reports the subordinated debentures held by the Trust as liabilities. The Company owns all of the common securities of the trust. The trust preferred securities issued by the trust rank equally with the common securities in right of payment, except that if an event of default under the indenture governing the note has occurred and is continuing, the preferred securities will rank senior to the common securities in right of payment.

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Table of Contents
Note 10 – Federal Income11 –Income Taxes

The components of the federal income tax for the Company consisted of the following at December 31:

 

2018

 

 

2017

 

 

(dollars in thousands)

 

2023202320222021
(dollars in thousands)(dollars in thousands)

Current tax expense

 

$

2,923

 

 

$

3,369

 

Deferred tax benefit

 

 

(382

)

 

 

1,284

 

Total tax expense

 

$

2,541

 

 

$

4,653

 

At December 31, 20182023 the current net income tax payablereceivable was $216,000$9.1 million and at December 31, 20172022 the net income tax receivable was $200,000.  

$1.3 million.

The significant change in current and deferred tax expense from 2022 to 2023 is related to the Company filing income tax refund claims related to the tax treatment of the credit enhancement recovery.
A reconciliation of the income tax expense (benefit) and the amount computed by applying the statutory federal income tax rate to the income before income taxes is as follows for the year ended December 31:

 

2018

 

 

2017

 

 

(dollars in thousands)

 

 

Amount

 

 

Rate

 

 

Amount

 

 

Rate

 

20232023 20222021
(dollars in thousands)(dollars in thousands)
AmountAmountRateAmountRateAmountRate

Federal income tax at statutory rate

 

$

2,571

 

 

 

21.0

%

 

$

3,431

 

 

 

34.0

%

Federal income tax at statutory rate$11,998 21.0 21.0 %$10,630 21.0 21.0 %$7,219 21.0 21.0 %
State income taxes
Excess executive compensation
Bank owned life insurance earnings

Effect of tax-exempt interest income

 

 

(70

)

 

 

(0.6

)

 

 

(120

)

 

 

(1.2

)

Stock-based compensation

 

 

42

 

 

 

0.3

 

 

 

68

 

 

 

0.7

 

Bank owned life insurance earnings

 

 

(39

)

 

 

(0.3

)

 

 

(63

)

 

 

(0.6

)

Other

 

 

37

 

 

 

0.3

 

 

 

42

 

 

 

0.4

 

Remeasurement of deferred tax assets for federal

rate change

 

 

 

 

 

 

 

 

1,295

 

 

 

12.8

 

 

$

2,541

 

 

 

20.8

%

 

$

4,653

 

 

 

46.1

%

$$12,554 22.0 %$9,996 19.7 %$7,372 21.4 %

The Company did not record or accrue any interest and penalties related to income taxes for the years ended December 31, 20182023 or 2017.2022. The Company and Bank have entered into a tax allocation agreement, which provides that income taxes shall be allocated between the parties on a separate monthly basis. The intent of this agreement is that each member of the consolidated group will incur no greater tax liability than it would have incurred on a stand-alone basis.

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The net deferred tax asset consists of the following temporary differences and carryforward items at December 31:

 

2018

 

 

2017

 

202320232022
(dollars in thousands)(dollars in thousands)
Deferred tax assets:
Allowance for credit losses
Allowance for credit losses
Allowance for credit losses
Lease liability
Stock based compensation
Accrued expenses
Deferred compensation
Net unrealized loss on available-for-sale securities

 

(dollars in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Allowance for loan losses

 

$

1,975

 

 

$

1,683

 

Net unrealized loss on available-for-sale securities

 

 

345

 

 

 

301

 

Deferred compensation

 

 

226

 

 

 

247

 

Accrued expenses

 

 

178

 

 

 

15

 

Nonqualified stock options

 

 

52

 

 

 

56

 

Allowance for unfunded commitments

 

 

64

 

 

 

44

 

Interest on nonaccrual loans

 

 

59

 

 

 

56

 

Deferred income

 

 

34

 

 

 

46

 

Other
Other
Other

Total deferred tax assets

 

 

2,933

 

 

 

2,448

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Deferred tax liabilities:  
Credit enhancement recovery
Right of use asset

Depreciation and amortization

 

 

(415

)

 

 

(356

)

Other

Total deferred tax liabilities

 

 

(415

)

 

 

(356

)

Net deferred tax asset

 

$

2,518

 

 

$

2,092

 

The determination of the amount of deferred income tax assets which are more likely than not to be realized is primarily dependent on projections of future earnings, which are subject to uncertainty and estimates that may change given economic conditions and other factors. The realization of deferred income tax assets is regularly assessed and a valuation allowance is recorded if it is “more likely than not” that all or a portion of the deferred tax asset will not be realized. “More likely than not” is defined as greater than a 50% chance. All available evidence, both positive and negative is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Based upon its analysis of available evidence, including recent profitability, management has determined that it is “more likely than not” that the Company’s deferred income tax assets as of December 31, 20182023 will be fully realized and therefore no valuation allowance was recorded.

CCBX partners reimburse the Bank for credit losses on loans covered by credit enhancements, therefore the credit enhancement recovery deferred tax liability partially offsets the allowance for credit losses deferred tax asset.

At December 31, 2018,2023, the Company had no federal net operating loss carryforwards or tax credit carryforwards. The Company files federal and various state income tax returns. Federal tax returns for the 20152020 tax year and later are open for examination. The total amount of unrecognized tax benefits, including interest and penalties, at December 31, 20182023 was not material. The amount of tax benefits that would impact the effective rate, if recognized, is not expected to be material. The Company does not anticipate any significant changes with respect to unrecognized tax benefits within the next 12 months.

On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other things, the Act reduced the Company’s corporate federal tax rate from 34% to 21% effective January 1, 2018. As a result, the Company was required to re-measure, through income tax expense, its deferred tax assets and liabilities’ using the enacted rate that management expects going forward. The re-measurement of the Company’s net deferred tax asset resulted in additional income tax expense of approximately $1,295,000 for the year ended December 31, 2017.


Note 1112 – Related Party Transactions

During 20182023 and 2017,2022, the Company had transactions made in the ordinary course of business with certain of its executive officers and directors. All loans included in such transactions were made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.

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A summary of loan transactions follows:

 

2018

 

 

2017

 

 

(dollars in thousands)

 

202320232022
(dollars in thousands)(dollars in thousands)

Beginning Balance January 1

 

$

5,189

 

 

$

3,989

 

Additions

 

 

6,831

 

 

 

2,260

 

Amounts Collected

 

 

(2,267

)

 

 

(1,060

)

Payments

Ending Balance December 31

 

$

9,753

 

 

$

5,189

 

Ending Balance December 31
Ending Balance December 31

The Company held deposits of $3,168,000$4.0 million and $4,007,000$5.5 million from directors, principal shareholders and executive officers at December 31, 20182023 and 2017,2022, respectively.

As discussed All deposits included in Note 5,such transactions were made on substantially the same terms, including interest rate, as those prevailing at the time for comparable transactions with other persons.

The Company leases two facilitiesobtains legal services from related parties.Adams and Duncan, Inc. P.S., a law firm in which one of the Company’s directors is a partner. The Silver Lakeservices provided include general legal counsel and specialized CCBX agreement counsel. The Company also uses other law firms for legal counsel and specialties such as regulatory and SEC counsel. For fiscal year ended December 31, 2023 and 2022, total payments for legal services were $1.0 million and $864,000, respectively.
The Company leased one facility is leased under a noncancelable operating lease from an entity that is owned by a director. The lease was renewed in 2018 and amended at a market rate for ten years, with two renewal options of five years each. Payments are $15,000 a month and increase annually based on changes in the Consumer Price Index. The director has a related party loan with the Company that is secured by the Silver Lake facilityin 2023 and totals $1,865,000 at December 31, 2018.2022. The Everett branch facility is leased from a group of investors, one of which iswas a director.director until he retired from the board in May 2023. The Everett lease originated in 1997 for ten years and has been renewedextended multiple times. The current lease is through March 2024.2034. Monthly rent under the Everett lease iswas $46,000 through March 2023 and decreased to $19,000 a month beginning in May 2023, due to a lower lease rate and a reduction in the square footage leased; rent for the remaining lease term.April of 2023 was a blended rate. Rents paid during 20182023 and 2017 under these2022 for the related party leasesEverett lease totaled $ 721,000$316,000 and $684,000,$546,000, respectively.

Note 1213 – Commitments and Contingencies

In the normal course of business, there are various outstanding commitments and contingent liabilities, such as commitments to extend creditand standbylettersof credit,which arenot reflectedin theconsolidatedfinancial statements.The Company’sexposureto creditlossin theeventof nonperformanceby theotherpartyto the financialinstrumentsforcommitmentsto extendcreditand standbylettersof creditisrepresentedby the contractualor notionalamountof thoseinstruments.The Company usesthesamecreditpoliciesin makingsuch commitmentsas itdoes forinstrumentsthatareincludedin theconsolidatedbalancesheets.

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Table of Contents
At December 31, 20182023 and 2017,2022, the Company had a reserve for unfunded commitments of $304,000$582,000 and $210,000,$974,000, respectively, included in other liabilities on the consolidated balance sheet.


Financial instruments whose contract amount represents The following table presents commitments associated with outstanding commitments to extend credit, risk werestandby and commercial letters of credit and equity investment commitments as follows at December 31:

of the periods indicated:

 

 

2018

 

 

2017

 

 

 

(dollars in thousands)

 

Commitments to extend credit

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

47,033

 

 

$

38,958

 

Construction - commercial real estate

 

 

33,128

 

 

 

3,343

 

Construction - residential real estate

 

 

30,269

 

 

 

27,447

 

Commercial real estate

 

 

12,871

 

 

 

4,757

 

Residential real estate

 

 

12,543

 

 

 

12,488

 

Other

 

 

656

 

 

 

846

 

Total commitments to extend credit

 

$

136,500

 

 

$

87,839

 

Standby letters of credit

 

$

2,331

 

 

$

2,004

 

(dollars in thousands; unaudited)20232022
Commitments to extend credit:
Commercial and industrial loans$86,134 $81,568 
Commercial and industrial loans - capital call lines608,837 772,732 
Construction – commercial real estate loans92,709 109,715 
Construction – residential real estate loans20,825 32,827 
Residential real estate loans465,887 374,735 
Commercial real estate loans54,289 35,024 
Consumer and other loans1,015,738 793,563 
Total commitments to extend credit$2,344,419 $2,200,164 
Standby letters of credit$1,096 $3,064 
Equity investment commitment$653 $988 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.Sincemanyof the commercial and industrial loan commitmentsareexpectedto expirewithoutbeing drawn upon, thetotalcommitmentamountsdo not necessarilyrepresentfuturecashrequirements.The Company evaluates We evaluate eachcustomer’screditworthinesson a case-by-casebasis.The amountof collateralobtained,ifdeemed considered necessaryby theCompanyus, upon extensionof credit,isbasedon management’screditevaluation. evaluation of the customer. The typeof collateralheldvariesbut mayincludeaccountsreceivable,inventory,propertyand equipment,and income- producingcommercialproperties.

As of December 31, 2023, $1.63 billion of the $2.34 billion in total commitments to extend credit were unconditionally cancelable.

Standby and commercial letters of credit are conditional commitments issued by the Companyus to guarantee the performance of a customer to a third party. Standby lettersIn the event of credit generallynonperformance by the customer, we have fixed expiration dates rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or other termination clauses and may require payment of a fee. Themarketable securities. Our credit risk involved inassociated with issuing letters of credit is essentially the same as thatthe risk involved in extending loan facilities to our customers. The Company’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. No losses were incurred in 20182023 or 20172022 under these commitments.

Commitments to extend credit on CCBX loans are included in the table above and are summarized below:
(dollars in thousands; unaudited)20232022
Commitments to extend credit:
Commercial and industrial loans$9,144 $952 
Commercial and industrial loans - capital call lines608,837 772,732 
Residential real estate loans418,761 329,193 
Consumer and other loans1,015,156 792,447 
Total commitments to extend credit$2,051,898 $1,895,324 
As of December 31, 2023, $1.63 billion in CCBX commitments to extend credit are unconditionally cancelable, compared to $1.57 billion at December 31, 2022. The increase in unconditionally cancelable commitments is attributed to growth in CCBX loans. Commitments that are unconditionally cancelable allow us to better manage loan growth, credit concentrations and liquidity. We also limit CCBX partners to a maximum aggregate customer loan balance originated and held on our balance sheet, as shown in the table below.
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Table of Contents
(dollars in thousands; unaudited)Type of LendingMaximum Portfolio Size
Commercial and industrial loans:
Capital call linesBusiness - Venture Capital$350,000 
All other commercial & industrial loansBusiness - Small Business305,905 
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards375,000 
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer756,614 
Installment loansConsumer933,374 
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer709,108 
3,430,001 
The Company also has agreements with certain key officers that provide for potential payments upon retirement, disability, termination, change in control and death.
The Company is subject to claims and lawsuits which arise primarilyin theordinarycourseof business.Itis theopinionof managementthatthedispositionor ultimateresolutionof such claimsand lawsuitswillnot have a materialadverseeffecton thefinancialpositionof theCompany.

Note 1314 – Concentration of Credit Risk

Most of theCompany’s community bank’s businessactivityiswith customerswho areconcentratedin thestateof Washington. Investmentsin municipalsecuritiesinvolvegovernmentalentitieswithinthestate.Generally,amountsplacedor investedin bank accountsareinsuredby theFDICup to $250,000 per depositor for each account ownership category at a bank. Uninsureddepositsin bank accounts held by the Company and Bank atDecember31, 20182023 and 2017,2022, totaled$36,055,000 $6.3 million and $6,717,000,$45.4 million, respectively.Loans to the same borrower aregenerallylimited,by state banking regulations,to 20% of theBank’s capital and surplus.The Company managesasset quality and controlscreditriskthroughdiversificationof theloanportfolio and theapplicationof policiesdesignedto promotesound underwritingand loanmonitoringpractices.The Company regularlyutilizesrealestateas collateralto reducetheriskof creditlossin theloanportfolio.As of December31, 20182023 and 2017,2022, theCompany has a concentrationof creditin commercialrealestate.Commercial realestateloansaretypicallysecuredby theBank’s firstlienpositionon thesubjectproperty.Standby lettersof creditwere grantedprimarilyto commercialborrowers.


Note 1415 - Stock-Based Compensation

Stock Options and Restricted Stock

On April 30,

The 2018 the Company’s shareholders approved the Coastal Financial Corporation Omnibus Plan (“2018 Omnibus Incentive Plan (2018 Plan). The 2018 PlanPlan”) authorizes the Company to grant awards, including but not limited to, stock options, restricted stock units, and restricted stock awards, to eligible employees, directors or individuals that provide service to the Company, up to an aggregate of 500,000 shares of common stock. On May 24, 2021, the Company’s shareholders approved the First Amendment to the 2018 Plan, which increased the authorized plan shares by 600,000. The 2018 Plan replaces both the 2006 Plan and ourthe Directors’ Stock Bonus Plan (2006 Plan)(“2006 Plan”). Existing awards will vest under the terms granted and no further awards will be madegranted under these previousprior plans. Shares available to be granted under the 2018 plan were 487,000433,644 at December 31, 2018.

2023.

Stock Option Awards

In January 2018, the Company granted 28,546 nonqualified stock options under the 2006 Plan to an employee, which vest ratably over 10 years. The Company also granted 87,500 qualified stock options under the 2006 Plan to employees, which vest ratably over 10 years. In October 2018, the Company granted 9,000 qualified stock options under the 2018 Plan to employees, which vest ratably over 7.5 years.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table.model. Expected volatilities are based on historical volatility of the Company’s stock and other factors. The Company uses the vesting term and contractual life to determine the expected life. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense related to unvested stock option awards is reversed at date of forfeiture.

The following assumptions

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Table of Contents
There were used to estimate the value ofno new options granted under the 2006 Plan and the 2018 Plan as applicable in the periods indicated:

year ended December 31, 2023.

 

 

Year

Ended

December 31,

2018

 

Year

Ended

December 31,

2017

 

Expected term

 

7.5 -10.0 years

 

10.0 years

 

Expected stock price volatility

 

31.06% - 41.89

 

 

43.41

%

Risk-free interest rate

 

2.66% - 3.14%

 

 

2.51

%

Expected dividends

 

Zero

 

Zero

 

Weighted average grant date fair value

 

$3.95 - $6.56

 

$

3.70

 

A summary of stock option activity under the Company’s Plan during the year ended December 31, 2018:

2023:

Options

 

Shares

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding at December 31, 2017

 

 

668,934

 

 

$

6.12

 

 

 

6.36

 

 

 

 

 

Granted

 

 

125,046

 

 

 

7.74

 

 

 

 

 

 

 

 

 

Exercised

 

 

(58,400

)

 

 

6.12

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(47,270

)

 

 

6.54

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

688,310

 

 

$

6.39

 

 

 

6.38

 

 

 

6,094,217

 

Vested or expected to vest at December 31, 2018

 

 

688,310

 

 

$

6.39

 

 

 

6.38

 

 

 

6,094,217

 

Exercisable at December 31, 2018

 

 

214,114

 

 

$

5.95

 

 

 

4.96

 

 

 

1,986,051

 

OptionsSharesWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic Value
(dollars in thousands, except per share amounts)
Outstanding at December 31, 2022438,103$8.79 4.1$16,968 
Granted$— 
Exercised(83,134)$7.43 
Expired$— 
Forfeited$— 
Outstanding at December 31, 2023354,969$9.11 3.3$12,531 
Vested or expected to vest at December 31, 2023354,969$9.11 3.3$12,531 
Exercisable at December 31, 2023181,820$8.62 2.9$6,508 


The total intrinsic value (which is the amount by which the stock price exceeds the exercise price) of options exercised during the year ended December 31, 20182023 was $193,000.$2.7 million. The intrinsic value of options exercised during the year ended December 31, 20172022 was not significant.

$10.3 million.

As of December 31, 2018,2023, there was $1,610,000$804,000 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. Total unrecognized compensation costs is adjusted for unvested forfeitures. The Company expects to recognize that cost over a weighted-average period of approximately 6.83.8 years. Compensation expense recorded related to stock options was $276,000$319,000 and $253,000$331,000 for the years ended December 31, 2023 and 2022, respectively.
Restricted Stock Units
In the first quarter of 2023, the Company granted 73,611 restricted stock units under the 2018 Plan to employees, which vest ratably over 4 years and 2017,1,084 restricted stock units which vest ratably over 5 years. In the second quarter of 2023, the Company granted 9,827 restricted stock units under the 2018 Plan to employees, which vest ratably over 5 years. In the third quarter of 2023, the Company granted 4,000 restricted stock units under the 2018 Plan to employees, which vest ratably over 3 years and 2,150 restricted stock units that vest ratably over 5 years. In the fourth quarter of 2023, the Company granted no restricted stock units under the 2018 Plan.
Restricted stock units provide for an interest in Company common stock to the recipient, the underlying stock is not issued until certain conditions are met. Vesting requirements include time-based, performance-based, or market-based conditions. Recipients of restricted stock units do not pay any cash consideration to the Company for the units and the holders of the restricted units do not have voting rights. The fair value of time-based and performance-based units is equal to the fair market value of the Company’s common stock on the grant date. The fair value of market-based units is estimated on the grant date using a Monte Carlo simulation model. Compensation expense is recognized over the vesting period that the awards are based. Restricted stock units are nonparticipating securities.
As of December 31, 2023, there was $9.3 million of total unrecognized compensation cost related to nonvested restricted stock units. The Company expects to recognize that cost over the remaining weighted-average vesting period of approximately 3.7 years. Compensation expense recorded related to restricted stock units was $2.9 million and $1.9 million for the year ended December 31, 2023 and 2022, respectively.

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A summary of the Company’s nonvested restricted stock units at December 31, 2023 and changes during the year is presented below:
Nonvested shares - RSUsSharesWeighted-
Average
Grant Date
Fair
Value
(dollars in thousands, except per share amounts)
Nonvested shares at December 31, 2022380,151$28.61 
Granted90,672$42.61 
Forfeited(15,032)$36.70 
Vested(46,520)$30.37 
Nonvested shares at December 31, 2023409,271$31.22 
Restricted Stock Awards

Employees
There were no new restricted stock awards granted to employees in the year ended December 31, 2023.
The fair value of restricted stock awards is equal to the fair value of the Company’s stock at the date of grant. Compensation expense is recognized over the vesting period that the awards are based. Restricted stock awards are participating securities.

As of December 31, 20182023, there was $67,000$36,000 of total unrecognized compensation cost related to nonvested restricted stock awards. The Company expects to recognize that cost over the remaining weighted-average vesting period of approximately 7.74.1 years. Compensation expense recorded related to restricted stock awards was $3,000 and $1,000$9,000 for the years ended December 31, 2023 and 2022.
Director’s Stock Bonus
Under the 2018 Plan, eligible directors are granted stock with a total market value of approximately $45,000, and 2017,the Board Chair is granted stock with a total market value of approximately $75,000. Committee chairs receive additional stock in an amount that varies depending upon the nature and frequency of the committee meetings. The audit committee chair receives additional stock with a market value of approximately $10,000, non-financial risk and compensation committee chairs receive additional stock with a market value of approximately $7,500, and the asset liability & investment, credit and nominating & governance chairs receive additional stock with a market value of approximately $5,000. Stock is granted as of each annual meeting date and vest one day prior to the next annual meeting date. During the vesting period, the grants are considered participating securities.
In May 2023, there were 13,538 shares granted to ten directors at an estimated fair value of $35.10 per share. As of December 31, 2023, there was $194,000 of total unrecognized compensation expense related to director stock awards. Compensation expense related to the Plan totaled $432,000 and $295,000 for the years ended December 31, 2023 and 2022, respectively.

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A summary of the Company’s nonvested shares at December 31, 20182023 and changes during the year is presented below:

Nonvested shares

 

Shares

 

 

Weighted-

Average

Grant Date

Fair

Value

 

 

Aggregate

Intrinsic Value

 

Nonvested shares at December 31, 2017

 

 

1,400

 

 

$

6.25

 

 

 

 

 

Nonvested shares - RSAsNonvested shares - RSAsSharesWeighted-
Average
Grant Date
Fair
Value
(dollars in thousands, except per share amounts)(dollars in thousands, except per share amounts)
Nonvested shares at December 31, 2022

Granted

 

 

4,000

 

 

 

15.35

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

Vested

 

 

(200

)

 

 

6.25

 

 

 

 

 

Nonvested shares at December 31, 2018

 

 

5,200

 

 

$

12.32

 

 

$

10,776

 

Nonvested shares at December 31, 2023

Director’s Stock Bonus

The Company adopted and subsequently amended the Director’s Stock Bonus Plan (Bonus Plan). The Bonus Plan was replaced on April 30, 2018, when the shareholders approved the 2018 Omnibus Incentive Plan.

Under the Bonus Plan, the Company could grant up to 50,000 shares. Stock was granted to directors who have attended at least 75% of the scheduled board meetings during the prior year. Grants cliff vest over two years from date awarded, contingent on the director still being a director of the Company. During the vesting period, the grants are considered participating securities. Grants also immediately vest when a director has attained the retirement age of 72 and retires from the Board.

The Bonus Plan granted shares with a total market value of $5,000 per director, per year, with the exception of the board chairman receiving $7,500 per year, and committee chairmen receiving $6,250 per year. Directors unable to receive stock will receive cash in lieu upon completion of the vesting period. Cash awards are recognized over the vesting period and recorded in other liabilities until paid. The amended Bonus Plan would have expired on May 31, 2018 if it was not replaced on April 30, 2018. Awards previously granted under the Bonus Plan will vest under the term granted.

In January 2018, there were 4,405 shares granted to five directors at an estimated fair value of $7.10 per share. During 2017, there were 4,810 shares granted to five directors at an estimated fair value of $6.50 per share. Compensation expense recorded related to the Plan totaled $31,000 for the years ended December 31, 2018 and 2017.


Note 1516 – Employee Benefit Plans

401(k) plan - The Company has a combined401(k)and profit-sharingplancoveringsubstantiallyall employees.Contributionsto the401(k)planmayconsistof matchingcontributionsforemployees,who have completedone yearor more employees. Match eligibility coincides with the first of service.the month following hire date in accordance with the 401(k) plan. Matchingcontributionsareusuallyequalto a percentageof employee compensation.

The Company determines and sets 401(k) contributions each year. Company matching contributions will be approved by the board of directors annually on a discretionary basis. In 20182023 and 2017,2022, the Company provided matching contributions totaling $436,000$1.6 million and $398,000,$1.3 million, respectively.

Deferred compensation plan - The Company establisheda deferredcompensationplanin 2003 forcertain managementpersonnel.Twoformeremployeeswere coveredby thisplanand theplanisnow distributing benefitsto theseretiredindividuals.The plan was designedto helpsupplementretirementbenefitsfor participants.The benefitsmaybe fundedby bank-owned lifeinsurancepolicies.The lifeinsurancepolicieshad a cashsurrendervalueof $6,688,000$12.9 million and $6,500,000$12.7 million atDecember31, 20182023 and 2017,2022, respectively.Liabilitiesto employees,which arebeingaccruedoverthelifeof theparticipant’sPlan, were $1,078,000$479,000 and $1,175,000$616,000 at December31, 20182023 and 2017,2022, respectively.Compensationexpenserelatedto thisPlan was $78,000$39,000 and $85,000$48,000 fortheyearsended December31, 20182023 and 2017,2022, respectively.Paymentsof accruedbenefitstotaling$175,000 $175,000 were madeduring2018 2023 and 2017.

2022.

Note 1617 - Regulatory Matters

Banks and bank holding companies are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. statements of the Bank and the Company.
Historically, the Company had been operating under the Small Bank Holding Company Policy Statement, which exempts bank holding companies that have total consolidated assets of less than $3.0 billion and meet other criteria from the Federal Reserve’s risk-based- and leverage capital rules.
Because the Company’s consolidated assets exceeded $3.0 billion as of September 30, 2022, the Company is no longer eligible for the Federal Reserve’s Small Bank Holding Company Policy Statement and is evaluated relative to the capital adequacy standards established by the Federal Reserve. A bank holding company that crosses the $3.0 billion total consolidated assets threshold as of June 30 of a particular year is no longer permitted to file reports as a small holding company beginning the following March. The Company’s total consolidated assets were in excess of $3.0 billion as of June 30, 2023, and as a consequence, beginning in March 2024, the Company will no longer prepare and file financial reports with the Federal Reserve as a small bank holding company.
Under the regulatory capital adequacy guidelines, and the regulatory framework for prompt corrective action, theCompany and Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank’stheir assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amountsratios and the Bank’s classification under the
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prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of total risk-based capital, Tier 1 capital and common equity Tier 1 capital to risk- weighted assets (as defined in the regulations), and Tier 1 capital to average adjusted total consolidated assets (as defined). According to regulatory guidelines, only the amount of deferred tax assets that can be realized within the next 12 months based on projected taxable income is allowed in the computation. There were no disallowed deferred tax assets at December 31, 20182023 and 2017.

2022.

Under the capital adequacy guidelines on the regulatory framework for prompt corrective action (as set forth in the table on the next page), the Bank met the criteria to be considered well capitalized as of December 31, 20182023 and 2017.2022. Such determination has been made based on the Bank’s total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 totalrisk-based capital ratio, and leverage ratios.ratio. There have been no conditions or events since December 31, 2018,2023, that management believes would change the Bank’s category.

The final rules implementing Basel Committee on Banking Supervision’s

Under capital guidelines for U.S. banks (Basel III rules) became effective foradequacy regulations, the Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule,Company and fully phased in by January 1, 2019. Under the Basel III rules, the Bank must holdmaintain a capital conservation buffer of common equity Tier 1 capital of more than 2.5% above the adequately capitalizedminimum risk-based capital ratios. Theratios to avoid restrictions on the payment of capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2018 was 1.875%distributions and for 2017 was 1.25%. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. discretionary bonus payments.
Management believes the Company and the Bank exceedsexceed all capital adequacy requirements to which they are subject, including the Basel III rules,ratios described below and the capital conservation buffer, as of December 31, 2018.

2023.

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Table of Contents
The Company and Bank’s actualand requiredcapitalamountsand ratiosareas follows:

 

Actual

 

 

Minimum Required

for Capital

Adequacy Purposes

 

 

Required to be Well

Capitalized

Under the Prompt

Corrective Action

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I risk-based capital ratio

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ActualActual
Minimum Required
for Capital
Adequacy Purposes (1)
Required to be Well
Capitalized
Under the Prompt
Corrective Action
Provisions
AmountAmountRatioAmountRatioAmountRatio
(dollars in thousands)(dollars in thousands)
December 31, 2023
Leverage Capital (to average assets)
Leverage Capital (to average assets)
Leverage Capital (to average assets)
Consolidated
Consolidated

Consolidated

 

$

110,307

 

 

 

13.70

%

 

$

36,238

 

 

 

4.50

%

 

$

52,343

 

 

 

6.50

%

$298,920 8.10 8.10 %$147,616 4.00 4.00 %N/A

Bank Only

 

 

103,597

 

 

 

12.84

%

 

 

36,294

 

 

 

4.50

%

 

 

52,425

 

 

 

6.50

%

Bank Only333,848 9.06 9.06 %147,469 4.00 4.00 %184,336 5.00 5.00 %

Leverage Capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 risk-based capital ratio (to risk-weighted assets)
Consolidated
Consolidated

Consolidated

 

 

113,807

 

 

 

12.46

%

 

 

36,529

 

 

 

4.00

%

 

 

45,661

 

 

 

5.00

%

295,450 9.10 9.10 %146,137 4.50 4.50 %N/A

Bank Only

 

 

103,597

 

 

 

11.35

%

 

 

36,524

 

 

 

4.00

%

 

 

45,655

 

 

 

5.00

%

Bank Only333,848 10.30 10.30 %145,875 4.50 4.50 %210,708 6.50 6.50 %

Tier I Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Capital (to risk-weighted assets)
Consolidated
Consolidated

Consolidated

 

 

113,807

 

 

 

14.13

%

 

 

48,317

 

 

 

6.00

%

 

 

64,423

 

 

 

8.00

%

298,920 9.20 9.20 %194,849 6.00 6.00 %N/A

Bank Only

 

 

103,597

 

 

 

12.84

%

 

 

48,392

 

 

 

6.00

%

 

 

64,253

 

 

 

8.00

%

Bank Only333,848 10.30 10.30 %194,500 6.00 6.00 %259,334 8.00 8.00 %

Total Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

133,518

 

 

 

16.58

%

 

 

64,423

 

 

 

8.00

%

 

 

80,528

 

 

 

10.00

%

Bank Only

 

 

113,308

 

 

 

14.05

%

 

 

64,523

 

 

 

8.00

%

 

 

80,653

 

 

 

10.00

%

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I risk-based capital ratio

(to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

Consolidated

 

$

66,494

 

 

 

9.98

%

 

$

29,990

 

 

 

4.50

%

 

$

43,319

 

 

 

6.50

%

385,464 11.87 11.87 %259,799 8.00 8.00 %N/A

Bank Only

 

 

77,756

 

 

 

11.67

%

 

 

29,984

 

 

 

4.50

%

 

 

43,311

 

 

 

6.50

%

Bank Only375,320 11.58 11.58 %259,334 8.00 8.00 %324,167 10.00 10.00 %
December 31, 2022
Leverage Capital (to average assets)
Leverage Capital (to average assets)

Leverage Capital (to average assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

69,994

 

 

 

8.95

%

 

 

31,286

 

 

 

4.00

%

 

 

39,107

 

 

 

5.00

%

Consolidated
Consolidated$204,585 8.07 %$101,460 4.00 %N/A

Bank Only

 

 

77,756

 

 

 

9.94

%

 

 

31,280

 

 

 

4.00

%

 

 

39,099

 

 

 

5.00

%

Bank Only201,783 7.96 7.96 %101,350 4.00 4.00 %126,687 5.00 5.00 %

Tier I Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 risk-based capital ratio (to risk-weighted assets)
Consolidated
Consolidated
Consolidated201,085 11.06 %81,834 4.50 %N/A
Bank OnlyBank Only201,783 11.12 %81,623 4.50 %117,900 6.50 %
Tier 1 Capital (to risk-weighted assets)
Consolidated
Consolidated

Consolidated

 

 

69,994

 

 

 

10.50

%

 

 

39,987

 

 

 

6.00

%

 

 

53,316

 

 

 

8.00

%

204,585 11.25 11.25 %109,112 6.00 6.00 %N/A

Bank Only

 

 

77,756

 

 

 

11.67

%

 

 

39,979

 

 

 

6.00

%

 

 

53,306

 

 

 

8.00

%

Bank Only201,783 11.12 11.12 %108,830 6.00 6.00 %145,107 8.00 8.00 %

Total Capital (to risk-weighted assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

88,222

 

 

 

13.24

%

 

 

53,316

 

 

 

8.00

%

 

 

66,645

 

 

 

10.00

%

Consolidated
Consolidated252,405 13.88 %145,483 8.00 %N/A

Bank Only

 

 

85,983

 

 

 

12.90

%

 

 

53,306

 

 

 

8.00

%

 

 

66,632

 

 

 

10.00

%

Bank Only224,545 12.38 12.38 %145,107 8.00 8.00 %181,384 10.00 10.00 %

Note 16 - Shareholders’ Equity

On May 4, 2018

(1)Presents the minimum capital adequacy requirements that apply to the Bank (excluding the capital conservation buffer) and the Company. The capital conservation buffer is an additional 2.5% of the amount necessary to meet the minimum risk-based capital requirements for total, tier 1, and common equity tier 1 risk-based capital. Prior to September 30, 2022, the Company effected a 1-for-5 reverse stock split, decreasingoperated under the numberSmall Bank Holding Company Policy Statement and therefore was not subject to Basel III capital adequacy requirements.
162

Table of issued shares from 46,268,359 to 9,254,073, including 401 additional shares issued to shareholders with fractional shares. Authorized shares were not impacted by the reverse stock split. Share and per share amounts included in the consolidated financial statements and accompanying notes reflect the effect of the split for all periods presented.

During 2017, the Articles of Incorporation of the Company were amended to increase the total authorized preferred stock from 500,000 shares to 25,000,000 shares. There were no shares of preferred stock issued and outstanding at December 31, 2018 and 2017.

During 2017, the Articles of Incorporation of the Company were amended to increase total authorized common shares to 300,000,000 shares, an increase of 200,000,000 from the 100,000,000 common shares previously authorized. At December 31, 2018 and December 31, 2017, there were 11,893,203 and 8,887,457 common shares issued and outstanding.

Contents

During 2017, the Articles of Incorporation of the Company were amended to provide that 1,000,000 shares of common stock, out of the 300,000,000 shares authorized, be designated as Class B nonvoting common shares. On September 26, 2018 all 100,000 shares of Class B nonvoting common stock were exchanged for voting common stock on terms and conditions approved by the Company’s board of directors. At December 31, 2017, there were 100,000 shares of Class B nonvoting common stock issued and outstanding.

During 2017, the Articles of Incorporation of the Company were amended to provide that up to 100,000,000 shares of common stock, out of the 300,000,000 shares authorized, may be designated as Class C nonvoting common shares. On September 26, 2018, 261,444 Class C shares were exchanged for common stock on terms and conditions approved by the Company’s board of directors. There were zero and 261,444 shares of Class C nonvoting common stock issued and outstanding, at December 31, 2018 and 2017, respectively.

Note17Note 18 - Fair Value Measurements

The following tables present estimated fair values of the Company’s financial instruments as of the period indicated, whether or not recognized or recorded in the consolidated balance sheets at the period indicated:

 

 

December 31,

2018

 

 

Fair Value Measurements

Using

 

 

 

Carrying

Value

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(dollars in thousands)

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

16,315

 

 

$

16,315

 

 

$

16,315

 

 

$

 

 

$

 

Interest earning deposits

   with other banks

 

 

109,467

 

 

 

109,467

 

 

 

109,467

 

 

 

 

 

 

 

Investment securities

 

 

37,922

 

 

 

37,865

 

 

 

33,241

 

 

 

4,624

 

 

 

 

Other investments

 

 

3,766

 

 

 

3,766

 

 

 

 

 

 

3,766

 

 

 

 

Loans receivable, net (1)

 

 

758,491

 

 

 

743,354

 

 

 

 

 

 

 

 

 

743,354

 

Accrued interest receivable

 

 

2,526

 

 

 

2,526

 

 

 

 

 

 

2,526

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits (1)

 

$

803,614

 

 

 

802,645

 

 

$

 

 

$

802,645

 

 

$

 

FHLB advances

 

 

20,000

 

 

 

20,000

 

 

 

 

 

 

20,000

 

 

 

 

Subordinated debt

 

 

9,965

 

 

 

9,804

 

 

 

 

 

 

9,804

 

 

 

 

Junior subordinated

   debentures

 

 

3,581

 

 

 

3,265

 

 

 

 

 

 

3,265

 

 

 

 

Capital lease

 

 

76

 

 

 

74

 

 

 

 

 

 

74

 

 

 

 

Accrued interest payable

 

 

279

 

 

 

279

 

 

 

 

 

 

279

 

 

 

 

(1)

The estimated fair value of loans receivable, net and deposits for December 31, 2018 reflect exit price assumptions. The December 31, 2017 fair value estimates may not reflect exit price assumptions.


December 31, 2023Fair Value Measurements Using
Carrying
Value
Estimated
Fair Value
Level 1Level 2Level 3
(dollars in thousands)
Financial assets
Cash and due from banks$31,345 $31,345 $31,345 $— $— 
Interest earning deposits with other banks451,783 451,783 451,783 — — 
Investment securities150,364 150,545 99,461 51,084 — 
Other investments10,227 10,227 — 7,605 2,622 
Loans receivable3,026,092 2,936,917 — — 2,936,917 
Accrued interest receivable26,819 26,819 — 26,819 — 
Financial liabilities
Deposits$3,360,363 $3,359,867 $— $3,359,867 $— 
Subordinated debt44,144 43,908 — 43,908 — 
Junior subordinated debentures3,590 3,491 — 3,491 — 
Accrued interest payable892 892 — 892 — 

 

 

December 31, 2017

 

 

Fair Value Measurements Using

 

 

 

Carrying

Value

 

 

Estimated

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(dollars in thousands)

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

13,787

 

 

$

13,787

 

 

$

13,787

 

 

$

 

 

$

 

Interest earning deposits with other banks

 

 

75,964

 

 

 

75,891

 

 

 

75,891

 

 

 

 

 

 

 

Investment securities

 

 

38,336

 

 

 

38,301

 

 

 

33,396

 

 

 

4,905

 

 

 

 

Other investments

 

 

3,680

 

 

 

3,680

 

 

 

 

 

 

3,680

 

 

 

 

Loans receivable, net

 

 

648,771

 

 

 

636,334

 

 

 

 

 

 

 

 

 

636,334

 

Accrued interest receivable

 

 

2,274

 

 

 

 

 

 

 

 

 

2,274

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

703,295

 

 

$

702,525

 

 

$

 

 

$

702,525

 

 

$

 

FHLB advances

 

 

20,000

 

 

 

20,000

 

 

 

 

 

 

20,000

 

 

 

 

Subordinated debt

 

 

9,950

 

 

 

9,601

 

 

 

 

 

 

9,601

 

 

 

 

Junior subordinated debentures

 

 

3,579

 

 

 

2,978

 

 

 

 

 

 

2,978

 

 

 

 

Capital lease

 

 

137

 

 

 

134

 

 

 

 

 

 

134

 

 

 

 

Accrued interest payable

 

 

228

 

 

 

 

 

 

 

 

 

228

 

 

 

 


December 31, 2022Fair Value Measurements Using
Carrying
Value
Estimated
Fair Value
Level 1Level 2Level 3
(dollars in thousands)
Financial assets
Cash and due from banks$32,722 $32,722 $32,722 $— $— 
Interest earning deposits with other banks309,417 309,417 309,417 — — 
Investment securities98,353 98,233 97,015 1,218 — 
Other investments10,555 10,555 — 7,933 2,622 
Loans receivable, net2,627,256 2,580,183 — — 2,580,183 
Accrued interest receivable17,815 17,815 — 17,815 — 
Financial liabilities
Deposits$2,817,521 $2,816,602 $— $2,816,602 $— 
FHLB advances— — — — — 
Subordinated debt43,999 42,743 — 42,743 — 
Junior subordinated debentures3,588 3,484 — 3,484 — 
Accrued interest payable684 684 — 684 — 
The Company measures and discloses certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (that is, not a forced liquidation or distressed sale). GAAP establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements. Among other things, the accounting standard requires the reporting entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while
163

Table of Contents
unobservable inputs reflect the Company’s estimates for market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices in active markets for identical instruments. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2 – Observable inputs other than Level 1 including quoted prices in active markets for similar instruments, quoted prices in less active markets for identical or similar instruments, or other observable inputs that can be corroborated by observable market data.

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs from non-binding single dealer quotes not corroborated by observable market data.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for certain financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.


Items measured at fair value on a recurring basis – The following fair value hierarchy table presents information about the Company’s assets that are measured at fair value on a recurring basis at the dates indicated:

Level 1Level 1Level 2Level 3Total
Fair Value
(dollars in thousands)(dollars in thousands)
December 31, 2023
Available-for-sale
Available-for-sale
Available-for-sale
U.S. Treasury securities
U.S. Treasury securities
U.S. Treasury securities
U.S. Agency collateralized mortgage obligations

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

Fair Value

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$
$
$
December 31, 2022
Available-for-sale
Available-for-sale

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

33,241

 

 

$

 

 

$

 

 

$

33,241

 

U.S. Government agencies

 

 

 

 

 

2,957

 

 

 

 

 

 

2,957

 

U.S. Treasury securities
U.S. Treasury securities

U.S. Agency collateralized mortgage obligations

 

 

 

 

 

169

 

 

 

 

 

 

169

 

U.S. Agency residential mortgage-backed securities

 

 

 

 

 

38

 

 

 

 

 

 

38

 

Municipals

 

 

 

 

 

255

 

 

 

 

 

 

255

 

 

$

33,241

 

 

$

3,419

 

 

$

 

 

$

36,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

33,396

 

 

$

 

 

$

 

 

$

33,396

 

U.S. Government agencies

 

 

 

 

 

2,970

 

 

 

 

 

 

2,970

 

U.S. Agency collateralized mortgage obligations

 

 

 

 

 

260

 

 

 

 

 

 

260

 

U.S. Agency residential mortgage-backed securities

 

 

 

 

 

81

 

 

 

 

 

 

81

 

Municipals

 

 

 

 

 

220

 

 

 

 

 

 

220

 

 

$

33,396

 

 

$

3,531

 

 

$

 

 

$

36,927

 

$

The following methods were used to estimate the fair value of the class of financial instruments above:

Investment securities - The fair value of securities is based on quoted market prices, pricing models, quoted prices of similar securities, independent pricing sources, and discounted cash flows.

Limitations: The fair value estimates presented herein are based on pertinent information available to management as of December 31, 20182023 and December 31, 2017.2022. The factors used in the fair values estimates are subject to change subsequent to the dates the fair value estimates are completed, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

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Table of Contents
Items measured at fair value on a nonrecurring basis – The following table presents financial assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy of the fair value measurements for those assets at the dates indicated:
Level 1Level 2Level 3Total
Fair Value
(dollars in thousands)
December 31, 2023
Collateral dependent loans$— $— $7,315 $7,315 
Equity securities2,622 2,622 
Total$— $— $9,937 $9,937 
December 31, 2022
Impaired loans$— $— $7,080 $7,080 
Equity securities2,572 2,572 
Total$— $— $9,652 $9,652 
Individually evaluated loans - Fair values for individually evaluated loans are estimated using the fair value of the collateral less selling costs if the loan results in a Level 3 classification. Individually evaluated loan amounts are initially valued at the lower of cost or fair value. Individually evaluated loans carried at fair value generally receive specific allocations of the allowance for credit losses. For collateral dependent real estate loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a quarterly basis for additional credit losses and adjusted accordingly. The estimated fair values of financial instruments disclosed above follow the guidance in ASU 2016-01 which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments incorporating discounts for credit, liquidity, and marketability factors. Valuation is measured based on the fair value of the underlying collateral or the discounted cash expected future cash flows. Subsequent changes in the value of loans are included within the provision for credit losses - loans in the same manner in which it initially was recognized or as a reduction in the provision that would otherwise be reported. Loans are evaluated quarterly to determine if valuation adjustments should be recorded. The need for valuation adjustments arises when observable market prices or current appraised values of collateral indicate a shortfall in collateral value compared to current carrying values of the related loan. If the Company determines that the value of the individually evaluated loan is less than the carrying value of the loan, the Company either establishes a reserve as a specific component of the allowance for credit losses or charges off that amount. These valuation adjustments are considered nonrecurring fair value adjustments.
Equity securities – The Company measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer, with price changes recognized in earnings.
165

Table of Contents
Assets measured at fair value using significant unobservable inputs (Level 3)

The following table presents the carrying value of equity securities without readily determinable fair values, as of December 31, 2023, 2022 and 2021, with adjustments recorded during the periods presented for those securities with observable price changes, if applicable. These equity securities are included in other investments on the balance sheet.
For the Year Ended
December 31,
(dollars in thousands)202320222021
Carrying value, beginning of period$2,572 $2,322 $850 
Purchases50 350 — 
Observable price change— (100)1,472 
Carrying value, end of period$2,622 $2,572 $2,322 
Assets measured at fair value using significant unobservable inputs (Level 3)
The following table provides a description of the valuation technique, unobservable inputs, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring basis at the datesdate indicated:

 

 

Valuation

Technique

 

Unobservable

Inputs

 

December 31, 2018

Weighted Average

Rate

 

 

December 31, 2017

Weighted Average

Rate

 

Impaired loans

 

Collateral

valuations

 

Discount to

appraised value

 

 

9

%

 

 

13

%

(unaudited)Valuation TechniqueUnobservable InputsDecember 31, 2023 Weighted Average Rate
Collateral dependent loansCollateral valuationsDiscount to appraised value8.0%


(unaudited)Valuation TechniqueUnobservable InputsDecember 31, 2022 Weighted Average Rate
Impaired loansCollateral valuationsDiscount to appraised value8.0%

166

Items measured at fair value on a nonrecurring basis – The following table presents financial assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchyTable of the fair value measurements for those assets at the dates indicated:

Contents

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

Fair Value

 

 

 

(dollars in thousands)

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

 

 

$

 

 

$

493

 

 

$

493

 

Total

 

$

 

 

$

 

 

$

493

 

 

$

493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

 

 

$

 

 

$

508

 

 

$

508

 

Total

 

$

 

 

$

 

 

$

508

 

 

$

508

 

The amounts disclosed above represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported on.

Impaired loans - A loan is considered impaired when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Impairment is measured based on the fair value of the underlying collateral or the discounted cash expected future cash flows. The need for valuation adjustments arises when observable market prices or current appraised values of collateral indicate a shortfall in collateral value compared to current carrying values of the related loan. If the Company determines that the value of the impaired loan is less than the carrying value of the loan, the Company either establishes an impairment reserve as a specific component of the allowance for loan losses or charges off the impairment amount. These valuation adjustments are considered nonrecurring fair value adjustments.

Note 1819 – Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of Topic 606 is recognized within noninterest income. The following table presents the Company’s noninterest income by revenue stream for the years ended December 31:

 

 

2018

 

 

2017

 

 

 

(dollars in thousands)

 

Deposit service charges

 

 

 

 

 

 

 

 

Overdraft fees

 

$

464

 

 

$

436

 

Other

 

 

706

 

 

 

502

 

Interchange income

 

 

1,436

 

 

 

1,262

 

Wholesale banking income

 

 

709

 

 

 

 

Loan referral fees

 

 

618

 

 

 

439

 

Merchant service fees

 

 

455

 

 

 

417

 

Gain on sale of loans (1)

 

 

264

 

 

 

102

 

Mortgage broker fees

 

 

215

 

 

 

255

 

Earnings on life insurance (1)

 

 

188

 

 

 

185

 

Loan servicing fees (1)

 

 

138

 

 

 

100

 

Lease and sublease income (1)

 

 

81

 

 

 

223

 

Other (2)

 

 

193

 

 

 

233

 

Total noninterest income

 

$

5,467

 

 

$

4,154

 

 

 

 

 

 

 

 

 

 

(1) Not within the scope of Topic 606.

 

 

 

 

 

 

 

 

(2) Includes the following immaterial income streams that are within the scope of Topic 606: wire transfer fees, annuity fees, brokerage fees, and credit card revenue.

 


202320222021
(dollars in thousands)
Deposit service charges and fees
Interchange income$2,176 $2,055 $1,959 
Merchant service fees498 508 568 
Overdraft fees213 310 316 
Other967 931 855 
Loan referral fees683 810 2,126 
BaaS program income (1)
16,293 12,934 6,716 
Other income (2)
323 603 1,313 
Total noninterest income subject to Topic 60621,153 18,151 13,853 
BaaS enhancements / guarantees (1)
184,929 105,945 10,591 
Gain (loss) on equity investment279 (153)1,469 
Gain on sale of branch— — 1,263 
Gain on sale of loans, net253 — 396 
Loan servicing fees171 223 248 
Earnings on life insurance185 361 172 
Lease and sublease income205 157 126 
Total noninterest income not subject to Topic 606186,022 106,533 14,265 
Total noninterest income$207,175 $124,684 $28,118 

(1)See description below for detailed components of BaaS fees and related Topic 606 applicability.
(2)Includes the following immaterial income streams that are within the scope of Topic 606: wire transfer fees, annuity fees, mortgage broker fees and brokerage fees.
A description of the Company’s revenue streams accounted for under Topic 606 is as follows:

Service Charges on Deposit Accounts: The Company earns fees from deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

Interchange Income: The Company earns interchange fees from debit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transactions value and are recognized daily, concurrently with the transaction processing services provided by the cardholder. Interchange income is included in Service Charges on Deposit Accounts in the consolidated statements of income.

Merchant Service Fees: The Company earns a percentage of fees from cardholder transactions conducted through a third partythird-party payment network provider. The Company is obligated to provide sales, customer support, marketing, deployment and installation of equipment, and savings analysis to merchant service customers. An exclusivity agreement is in place between the Company and the third partythird-party payment network provider. Fees are recognized on a monthly basis, as earned. Merchant service fees are included in Services Charges on Deposit Accounts in the consolidated statements of income.

Wholesale Banking Service

167

Loan Referral Fees: The Company earns loan referral fees when the Company originates a variable rate loan and the borrower enters into an interest rate swap agreement with a third party to fix the interest rate for an extended period, usually 20 or 25 years. The Company recognizes the loan referral fee for arranging the interest rate swap.
BaaS Fees: The Company earns fees governed by contract arrangements,and is reimbursed for certain expenses, as specified in the program agreement, for providing banking services to customersbroker-dealers anddigital financial service providers. Earned program fees and reimbursement of a third party company. Feesexpenses are recorded gross and recognized on a monthly basis, as earned.

Loan Referral Fees: Loan referral Credit enhancements for fraud and credit losses are not within the scope of Topic 606.

The following tables presents the BaaS fees that are governed by contract arrangements executed with third party banks. The Company earns loan referral fees when our loan client enters into interest rate swap agreements with third party bankswithin and not within the rate on the swap is in excessscope of prevailing market rates. The spread or a portion of the spread, between the interest rate swap agreement and the prevailing market rate can be monetized and recognized as loan referral fee income.

Mortgage Broker Fees: Mortgage broker fees are governed by contract arrangements executed with a third party mortgage company. The Company earns broker fees by partially underwriting mortgage loans and referring qualified loans to the third party mortgage company. Revenue is recognized at the date the mortgage company funds the mortgage loan. The contract arrangement includes a fee reimbursement requirement for funded mortgage loans that pay off within three months of origination.

Topic 606:

Year Ended
December 31,
2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase
(Decrease)
Increase
(Decrease)
Program income - within the scope of Topic 606
Servicing and other BaaS fees$3,855 $4,408 $4,467 $(553)$(59)
Transaction4,011 3,211 544 800 2,667 
Interchange4,252 2,583 701 1,669 1,882 
Reimbursement of expenses4,175 2,732 1,004 1,443 1,728 
Total BaaS program income16,293 12,934 6,716 3,359 6,218 
Guarantees - not within the scope of Topic 606:
BaaS credit enhancement177,764 76,374 9,086 101,390 67,288 
BaaS fraud enhancement7,165 29,571 1,505 (22,406)28,066 
Total BaaS enhancements / guarantees184,929 105,945 10,591 78,984 95,354 
Total BaaS fees$201,222 $118,879 $17,307 $82,343 $101,572 
Note 1920 - Earnings Per Common Share

The following is a computation of basic and diluted earnings per common share at the periods indicated:

 

Year ended

 

 

December 31,

2018

 

 

December 31,

2017

 

 

(dollars in thousands, except share data)

 

Year EndedYear Ended
(dollars in thousands, except per share data)(dollars in thousands, except per share data)December 31, 2023December 31, 2022December 31, 2021

Net Income

 

$

9,701

 

 

$

5,436

 

Basic weighted average number common shares outstanding

 

 

10,440,740

 

 

 

9,234,490

 

Basic weighted average number common shares outstanding13,261,66412,949,26612,022,954

Dilutive effect of share-based compensation

 

 

168,024

 

 

 

3,176

 

Dilutive effect of equity-based awardsDilutive effect of equity-based awards378,518565,686498,472

Diluted weighted average number common shares outstanding

 

 

10,608,764

 

 

 

9,237,666

 

Diluted weighted average number common shares outstanding13,640,18213,514,95212,521,426

Basic earnings per share

 

$

0.93

 

 

$

0.59

 

Diluted earnings per share

 

$

0.91

 

 

$

0.59

 

Antidilutive stock options and restricted stock outstandingAntidilutive stock options and restricted stock outstanding130,837147,423176,097

For

Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings, however the difference in the two-class method was not significant.
168

Note 21 – Segment Reporting
As defined in ASC 280, Segment Reporting, an operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. We evaluate performance based on an internal performance measurement accounting system, which provides line of business results. This system uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income and expense. A primary objective of this measurement system and related internal financial reporting practices are to produce consistent results that reflect the underlying financial impact of the segments on the Company and to provide a basis of support for strategic decision making. The accounting policies applicable to our segments are those that apply to our preparation of the accompanying Consolidated Financial Statements. Based on these criteria, we have identified three segments: The community bank, CCBX and treasury & administration.
Financial information concerning the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables for the periods indicated. The segment structure changed after 2021, therefore some items are reported as “N/A” for the year ended December 31, 2018 and 2017 options to purchase an additional 9,000 and 648,936 shares2021.
December 31, 2023December 31, 2022
Community BankCCBXTreasury & AdministrationConsolidatedCommunity BankCCBXTreasury & AdministrationConsolidated
Assets(dollars in thousands)
Cash and Due from Banks$4,702 $9,601 $468,825 $483,128 $4,603 $12,899 $324,637 $342,139 
Intrabank assets— 653,178 (653,178)— — 254,096 (254,096)— 
Securities— — 150,364 150,364 — — 98,353 98,353 
Total loans receivable1,830,154 1,195,938 — 3,026,092 1,614,752 1,012,504 — 2,627,256 
Allowance for credit losses(21,595)(95,363)— (116,958)(20,636)(53,393)— (74,029)
All other assets30,169 136,931 43,640 210,740 25,508 76,111 49,129 150,748 
Total assets$1,843,430 $1,900,285 $9,651 $3,753,366 $1,624,227 $1,302,217 $218,023 $3,144,467 
Liabilities
Total deposits$1,497,601 $1,862,762 $— $3,360,363 1,538,218 1,279,303 — 2,817,521 
Total borrowings— — 47,734 47,734 — — 47,587 47,587 
Intrabank liabilities338,614 — (338,614)— 80,392 — (80,392)— 
All other liabilities7,215 37,523 5,553 50,291 5,617 22,914 7,334 35,865 
Total liabilities$1,843,430 $1,900,285 $(285,327)$3,458,388 $1,624,227 $1,302,217 $(25,471)$2,900,973 

169

Year Ended December 31, 2023Year Ended December 31, 2022
Community BankCCBXTreasury & AdministrationConsolidatedCommunity BankCCBXTreasury & AdministrationConsolidated
(dollars in thousands)
INTEREST INCOME AND EXPENSE
Interest income$106,983 $204,458 $18,930 $330,371 $80,544 $102,808 $8,818 $192,170 
Interest income (expense)
   intrabank transfer
(10,404)19,071 (8,667)— 796 4,106 (4,902)— 
Interest expense17,354 71,646 2,644 91,644 2,896 16,108 1,391 20,395 
Net interest income79,225 151,883 7,619 238,727 78,444 90,806 2,525 171,775 
Provision for credit
   losses - loans
1,322 182,721 — 184,043 719 78,345 — 79,064 
(Recapture)/Provision for
   unfunded commitments
(211)160 — (51)— — — — 
Net interest income after
   provision for credit
   losses - loans and
   unfunded commitments
78,114 (30,998)7,619 54,735 77,725 12,461 2,525 92,711 
NONINTEREST INCOME
Deposit service charges and fees3,810 44 — 3,854 3,757 47 — 3,804 
Other income1,165 433 501 2,099 1,411 356 234 2,001 
BaaS program income— 16,293 — 16,293 — 12,934 — 12,934 
BaaS indemnification income— 184,929 — 184,929 — 105,945 — 105,945 
Noninterest income (1)
4,975 201,699 501 207,175 5,168 119,282 234 124,684 
NONINTEREST EXPENSE
Salaries and employee benefits24,104 25,159 17,198 66,461 20,476 18,007 13,745 52,228 
Occupancy3,815 339 772 4,926 3,956 317 275 4,548 
Data processing and software licenses4,521 2,303 1,771 8,595 3,172 1,746 1,569 6,487 
Legal and professional expenses1,580 9,645 3,578 14,803 213 3,163 3,384 6,760 
Other expense3,954 6,812 5,161 15,927 5,202 3,026 5,658 13,886 
BaaS loan expense— 86,900 — 86,900 — 53,294 — 53,294 
BaaS fraud expense— 7,165 — 7,165 — 29,571 — 29,571 
Total noninterest expense37,974 138,323 28,480 204,777 33,019 109,124 24,631 166,774 
Net income before income taxes45,115 32,378 (20,360)57,133 49,874 22,619 (21,872)50,621 
Income taxes9,913 7,116 (4,475)12,554 10,068 4,248 (4,320)9,996 
Net Income$35,202 $25,262 $(15,885)$44,579 39,806 18,371 (17,552)40,625 
170

Year Ended December 31, 2021
Community BankCCBXTreasury & AdministrationConsolidated
(dollars in thousands)
INTEREST INCOME AND EXPENSE
Interest income$76,551 $6,532 N/A$83,083 
Interest income (expense)
   intrabank transfer
N/AN/AN/A— 
Interest expense3,547 99 N/A3,646 
Net interest income73,004 6,433 N/A79,437 
Provision for credit
   losses - loans
1,275 8,640 N/A9,915 
(Recapture)/Provision for
   unfunded commitments
— — N/A— 
Net interest income after
   provision for credit
   losses - loans and
   unfunded commitments
71,729 (2,207)N/A69,522 
NONINTEREST INCOME
Deposit service charges and fees3,698 — N/A3,698 
Other income7,015 98 N/A7,113 
BaaS program income— 6,716 N/A6,716 
BaaS indemnification income— 10,591 N/A10,591 
Noninterest income (1)
10,713 17,405 N/A28,118 
NONINTEREST EXPENSE
Salaries and employee benefits32,562 4,539 N/A37,101 
Occupancy4,039 89 N/A4,128 
Data processing and software licenses4,509 442 N/A4,951 
Legal and professional expenses2,654 479 N/A3,133 
Other expense7,783 1,686 N/A9,469 
BaaS loan expense— 2,976 N/A2,976 
BaaS fraud expense— 1,505 N/A1,505 
Total noninterest expense51,547 11,716 N/A63,263 
Net income before income taxes30,895 3,482 N/A34,377 
Income taxes6,638 734 N/A7,372 
Net Income24,257 2,748 N/A27,005 
171

Note 2022 – Parent Company Only Condensed Financial Information

Condensed financial information of Coastal Financial Corporation follows:

December 31,
2023
December 31,
2022
ASSETS
Cash$5,479 $22,904 
Investment in trust equities109 109 
Investment in subsidiaries333,690 265,741 
Other investments3,430 3,028 
Other assets532 (150)
TOTAL ASSETS$343,240 $291,632 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Junior subordinated debentures, net of issuances costs$3,590 $3,588 
Subordinated debt, net of debt issuance costs44,144 43,999 
Interest and dividends payable528 546 
Other liabilities— 
Shareholders' equity294,978 243,494 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$343,240 $291,632 
Year ended December 31,
202320222021
INTEREST INCOME
Interest earned loans receivable$— $(14)$14 
Interest bearing other investments
Total interest income(10)17 
INTEREST EXPENSE
Interest on borrowed funds2,644 1,322 795 
Total interest expense2,644 1,322 795 
Net interest expense(2,636)(1,332)(778)
PROVISION FOR CREDIT LOSSES— 350 — 
Net interest expense after provision for credit losses(2,636)(1,682)(778)
NONINTEREST INCOME
Unrealized gain (loss) on equity investment279 (153)1,469 
Other income30 23 — 
Total noninterest income309 (130)1,469 
NONINTEREST EXPENSE
Other expenses914 711 576 
Total noninterest expense914 711 576 
Loss before income taxes and undistributed net income of subsidiary(3,241)(2,523)115 
Equity in undistributed income of consolidated subsidiaries47,148 42,674 26,917 
Income tax (benefit) expense(672)(474)27 
NET INCOME$44,579 $40,625 $27,005 
172

Year ended December 31,
202320222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$44,579 $40,625 $27,005 
Adjustments to reconcile net income to net cash used by operating activities:  
Equity in undistributed income of consolidated subsidiaries(47,148)(42,674)(26,917)
Stock-based compensation432 295 162 
Unrealized loss (gain) on equity investment(279)153 (1,469)
Decrease (increase) in other assets(683)274 
Increase in other liabilities124 106 452 
Net cash used by operating activities(2,975)(1,221)(762)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in subsidiaries(14,945)(20,925)(26,500)
Investments in loans receivable— 350 (350)
Investments in other, net(123)(699)(163)
Net cash used by investing activities(15,068)(21,274)(27,013)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options618 1,468 360 
Proceeds from public offering, net— 32,387 
Proceeds from subordinated debt— 19,625 24,263 
Repayment of subordinated debt— (10,000)
Net cash provided by financing activities618 21,093 47,010 
NET CHANGE IN CASH(17,425)(1,402)19,235 
Cash, beginning of year22,904 24,306 5,071 
Cash, end of year$5,479 $22,904 $24,306 
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.    Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of December 31, 2023. In designing and evaluating our disclosure controls and procedures, we and our management recognize that any controls and procedures, no matter how well-designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported as of the end of the period covered by this annual report.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) and 15d- 15(f) of the Exchange Act). Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published
173

financial statements in accordance with GAAP. Internal control over financial reporting includes self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
There are inherent limitations in any internal control over financial reporting, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.
Our management assessed its internal control structure over financial reporting as of December 31, 2023 using the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2023.
Moss Adams LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, and their report is included in Item 8. Financial Statements And Supplementary Data.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, such controls.
Item 9B.    Other Information
During the fiscal quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
174

PART III
Item 10.    Directors, Executive Officers and Corporate Governance
Board of Directors
For information relating to the directors of the Company, the section captioned “Items to be Voted on by Shareholders—Item 1—Election of Directors” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Executive Officers
For information relating to officers of the Company, see Part I, Item 1, “Business—Information About Our Executive Officers” to this Annual Report on Form 10-K.
Delinquent Section 16(a) Reports
For information regarding compliance with Delinquent Section 16(a) Reports, the section captioned “Stock Information—Delinquent Section 16(a) Reports” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Disclosure of Code of Ethics
For information concerning the Company’s Code of Ethics, the information contained under the section captioned “Corporate Governance—Code of Ethics and Business Conduct” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated by reference. A copy of the Code of Ethics and Business Conduct is available to shareholders on the Company’s website at www.coastalbank.com.
Audit Committee
For information regarding the Audit Committee and its composition and the audit committee financial expert, the section captioned “Corporate Governance—Meetings and Committees of the Board of Directors—Audit Committee” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Item 11.    Executive Compensation
Executive Compensation
For information regarding executive compensation, the sections captioned “Executive Compensation” and “Director Compensation” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated herein by reference.
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
(a)Security Ownership of Certain Beneficial Owners
Information required by this item is incorporated herein by reference to the section captioned “Stock Information” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders.
(b)Security Ownership of Management
Information required by this item is incorporated herein by reference to the section captioned “Stock Information” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders.
175

(c)Changes in Control
Management of the Company knows of no arrangements, including any pledge by any person or securities of the Company the operation of which may at a subsequent date result in a change in control of the registrant.
(d)Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants and rights under all of the Company’s equity compensation plans as of December 31, 2032.
(dollars in thousands, except per share amounts; unaudited)
Number of
securities to be
issued upon
exercise of
outstanding
options

Weighted-
average
exercise price
of outstanding
options

Number of
securities
remaining
available
for issuance
under
equity
compensation
plans (1)
Equity compensation plan approved by stockholders354,969$9.11 433,644
Equity compensation plan not approved by shareholders--
Total354,969$9.11 433,644
(1)This number has been reduced by the number of securities to be issued upon the exercise of outstanding options, also reported in this table.
Item 13.    Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
For information regarding certain relationships and related transactions, the section captioned “Other Information Relating to Directors and Executive Officers—Transactions with Related Persons” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Director Independence
For information regarding director independence, the section captioned “Corporate Governance—Director Independence” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Item 14.    Principal Accountant Fees and Services
For information regarding the principal accountant fees and expenses, the section captioned “Item 2—Ratification of Selection of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
176

PART IV
Item 15.    Exhibits and Financial Statement Schedules
(1)The financial statements required in response to this item are incorporated herein by reference from Item 8 of this Report on Form 10-K.
(2)All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(3)Exhibits
No.DescriptionLocation
3.1Incorporated herein by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
3.2Incorporated herein by reference to
Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
3.3Incorporated herein by reference to
Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
4.1*Incorporated herein by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
4.2
Incorporated herein by reference to
Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No. 001-38589), filed with the Commission on March 12, 2020.
4.3Incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-38589), filed with the Securities and Exchange Commission on August 18, 2021.
4.4Incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-38589), filed with the Securities and Exchange Commission on November 1, 2022.
177

10.1+Incorporated herein by reference to
Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.2+Incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38589), filed with the Commission on August 7, 2020.
10.3+Incorporated herein by reference to
Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.4+Incorporated herein by reference to
Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.5+Incorporated herein by reference to
Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.6+Incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-38589), filed with the Securities and Exchange Commission on October 7, 2021.
10.7+Incorporated herein by reference to
Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.8Incorporated herein by reference to
Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.9Incorporated herein by reference to
Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
178

10.10Incorporated herein by reference to
Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.11Incorporated herein by reference to
Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.12Incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No. 001-38589), filed with the Commission on March 16, 2023
10.13Incorporated herein by reference to
Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.14Incorporated herein by reference to
Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-225715), filed with the Commission on June 19, 2018
10.15#Incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K/A (File No. 001-38589) filed on March 21, 2019.
10.16+Incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38589), filed with the Commission on May 8, 2020.
10.17+Incorporated herein by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38589), filed with the Commission on November 6, 2020.
10.18Incorporated herein by reference to
Exhibit 10.1 of the Company’s Form 8-K (File No. 001-38589), filed with the Securities and Exchange Commission on August 18, 2021.
179

10.19Incorporated herein by reference to
Exhibit 10.1 of the Company’s Form 8-K (File No. 001-38589), filed with the Securities and Exchange Commission on November 1, 2022.
21.1Incorporated herein by reference to
Exhibit 21.1 of the Company’s Form 10-K (File No. 001-38589), filed with the Securities and Exchange Commission on March 14, 2022.
23.1Filed herewith
31.1Filed herewith
31.2Filed herewith
32.1Filed herewith
32.2Filed herewith
97.1Filed herewith
101The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial StatementsFiled herewith
104Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101 filed herewith)

 

December 31,

 

 

December 31,

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

Cash

$

20,252

 

 

$

2,252

 

Investment in trust equities

 

109

 

 

 

109

 

Investment in subsidiaries

 

102,445

 

 

 

76,972

 

Other assets

 

6

 

 

 

23

 

TOTAL ASSETS

$

122,812

 

 

$

79,356

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

Junior subordinated debentures, net of issuances costs

$

3,581

 

 

$

3,579

 

Subordinated debt, net of debt issuance costs

 

9,965

 

 

 

9,950

 

Interest and dividends payable

 

103

 

 

 

102

 

Other liabilities

 

7

 

 

 

14

 

Shareholders' equity

 

109,156

 

 

 

65,711

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

122,812

 

 

$

79,356

 

 

Year ended December 31,

 

 

2018

 

 

2017

 

INCOME

 

 

 

 

 

 

 

Interest bearing deposits

$

5

 

 

$

4

 

Total income

 

5

 

 

 

4

 

EXPENSE

 

 

 

 

 

 

 

Interest expense

 

744

 

 

 

709

 

Other expenses

 

85

 

 

 

88

 

Total expense

 

829

 

 

 

797

 

Loss before income taxes and undistributed net income of subsidiary

 

(824

)

 

 

(793

)

Equity in undistributed  income of consolidated subsidiaries

 

10,360

 

 

 

5,975

 

Income tax benefit

 

(165

)

 

 

(254

)

NET INCOME

$

9,701

 

 

$

5,436

 

+    Management contract or compensatory plan, contract or arrangement.

#    Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.

 

Year ended December 31,

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

$

9,701

 

 

$

5,436

 

Adjustments to reconcile net income to net cash used by operating

   activities:

 

 

 

 

 

 

 

Equity in undistributed income of consolidated subsidiaries

 

(10,360

)

 

 

(5,975

)

Stock-based compensation

 

31

 

 

 

31

 

Decrease in other assets

 

18

 

 

 

12

 

Increase in other liabilities

 

10

 

 

 

18

 

Net cash used by operating activities

 

(600

)

 

 

(478

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Investments in subsidiaries

 

(15,000

)

 

 

 

Net cash used by investing activities

 

(15,000

)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from initial public offering, net

 

33,243

 

 

 

 

Proceeds from exercise of stock options

 

357

 

 

 

24

 

Repurchase of common stock

 

 

 

 

(3

)

Net cash provided by financing activities

 

33,600

 

 

 

21

 

NET CHANGE IN CASH

 

18,000

 

 

 

(457

)

Cash, beginning of year

 

2,252

 

 

 

2,709

 

Cash, end of year

$

20,252

 

 

$

2,252

 

*Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request.

F-41

180

Item 16.    Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COASTAL FINANCIAL CORPORATION
Dated:March 14, 2024/s/ Eric M. Sprink
Eric M. Sprink
Chief Executive Officer
181

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ Eric M. SprinkChief Executive Officer and Director
(Principal Executive Officer)
March 14, 2024
Eric M. Sprink
/s/ Joel G. EdwardsExecutive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
March 14, 2024
Joel G. Edwards
/s/ Christopher D. AdamsChair of the BoardMarch 14, 2024
Christopher D. Adams
/s/ Steven D. HovdeVice Chair of the BoardMarch 14, 2024
Steven D. Hovde
/s/ Pamela R. UngerDirectorMarch 14, 2024
Pamela R. Unger
/s/ Rilla R. DelorierDirectorMarch 14, 2024
Rilla R. Delorier
/s/ Stephan KleeDirectorMarch 14, 2024
Stephan Klee
/s/ Thomas D. LaneDirectorMarch 14, 2024
Thomas D. Lane
/s/ Sadhana Akella-MishraDirectorMarch 14, 2024
Sadhana Akella-Mishra
/s/ Michael R. PattersonDirectorMarch 14, 2024
Michael R. Patterson
/s/ Gregory A. TisdelDirectorMarch 14, 2024
Gregory A. Tisdel
/s/ Brian T. HamiltonDirectorMarch 14, 2024
Brian T. Hamilton
182