COASTAL FINANCIAL CORP [CCB] Filings

10-Q 1 ck1437958-20230630.htm 10-Q ck1437958-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended June 30, 2023


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

For the transition period from _______________ to _______________

Commission file number: 001-38589

COASTAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its 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)


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

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

_________________________________________________________________________________________________

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	CCB	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Filer	o	Smaller Reporting Company	o
		Emerging Growth Company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 3, 2023, there were 13,301,679 shares of the issuer’s common stock outstanding.

Table of Contents,

COASTAL FINANCIAL CORPORATION

Table of Contents


		Page No.
Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4

	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)	4

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	7

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	8

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	93

Item 4.	Controls and Procedures	94

Part II. Other Information

Item 1.	Legal Proceedings	96

Item 1A.	Risk Factors	96

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	96

Item 3.	Defaults Upon Senior Securities	96

Item 4.	Mine Safety Disclosures	96

Item 5.	Other Information	96

Item 6.	Exhibits	96

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Forward-Looking Statements

This report may contain forward-looking 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. All forward-looking statements, expressed or implied, included herewith are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The inclusion of forward-looking information in this report 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.

Factors that may affect our results are disclosed in “Item 1A. Risk Factors” in Part II of this report and in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (“Form 10-K”). Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed include, but are not limited to, the following: the difficult market conditions and unfavorable economic conditions and uncertainties in the markets in which we operate and in which our loans are concentrated, including declines in housing markets as a result of global macroeconomic and geopolitical events, an increase in unemployment levels and slowdowns in economic growth; our expected future financial results; the overall health of the local and national real estate market; the impacts related to or resulting from recent bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions; the credit risk associated with our loan portfolio, such as possible additional credit losses and impairment of collectability of loans as a result of the coronavirus, and variants thereof ("COVID-19") pandemic and policies and programs implemented by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), including its automatic loan forbearance provisions and the effects on our loan portfolio from our Paycheck Protection Program (“PPP”) lending activities, specifically with our commercial real estate loans; our level of nonperforming assets and the costs associated with resolving problem loans; business and economic conditions generally and in the financial services industry, nationally and within our market area, particularly in the markets in which we operate and in which our loans are concentrated; our ability to maintain an adequate level of allowance for credit losses; our ability to successfully manage liquidity risk; our ability to implement our growth strategy and manage costs effectively; 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; our ability to maintain our reputation; increased competition in the financial services industry; regulatory guidance on commercial lending concentrations; our relationship with broker-dealers and digital financial service providers; the effectiveness of our risk management framework; the costs and obligations associated with being a publicly traded company; the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject; the extensive regulatory framework that applies to us; 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 our operations due to epidemic illnesses, natural or man-made disasters, such as wildfires, the effects of regional or national civil unrest, and political developments that may disrupt or increase volatility in securities or otherwise affect economic conditions; the impact of benchmark interest rate reform in the U.S. and implementation of alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”), to the London Interbank Offered Rate (“LIBOR”); 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. 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, except as required by law.

Table of Contents,

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)


ASSETS
	June 30, 2023		December 31, 2022
Cash and due from banks	$	29,783	$	32,722
Interest earning deposits with other banks (restricted cash of $0 at June 30, 2023 and December 31, 2022)	245,277		309,417
Investment securities, available for sale, at fair value	98,167		97,317
Investment securities, held to maturity, at amortized cost	12,563		1,036
Other investments	12,037		10,555
Loans held for sale	35,923		—
Loans receivable	3,007,553		2,627,256
Allowance for credit losses	(110,762)		(74,029)
Total loans receivable, net	2,896,791		2,553,227
CCBX credit enhancement asset	96,928		53,377
CCBX receivable	19,113		10,416
Premises and equipment, net	18,903		18,213
Operating lease right-of-use assets	6,216		5,018
Accrued interest receivable	21,581		17,815
Bank-owned life insurance, net	12,873		12,667
Deferred tax asset, net	25,764		18,458
Other assets	3,364		4,229
Total assets	$	3,535,283	$	3,144,467

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits	$	3,162,572	$	2,817,521

Subordinated debt, net
Principal amount $45,000 (less unamortized debt issuance costs of $931 and $1,001) at June 30, 2023 and December 31, 2022, respectively	44,069		43,999
Junior subordinated debentures, net
Principal amount $3,609 (less unamortized debt issuance costs of $20 at June 30, 2023 and December 31, 2022)	3,589		3,588
Deferred compensation	547		616
Accrued interest payable	766		684
Operating lease liabilities	6,413		5,234
CCBX payable	27,714		20,419
Other liabilities	16,951		8,912
Total liabilities	3,262,621		2,900,973
SHAREHOLDERS’ EQUITY
Preferred stock, no par value:
Authorized: 25,000,000 shares at June 30, 2023 and December 31, 2022; issued and outstanding: zero shares at June 30, 2023 and December 31, 2022	—		—
Common stock, no par value:
Authorized: 300,000,000 shares at June 30, 2023 and December 31, 2022; 13,300,809 shares at June 30, 2023 issued and outstanding and 13,161,147 shares at December 31, 2022 issued and outstanding	128,315		125,830
Retained earnings	146,029		119,998
Accumulated other comprehensive loss, net of tax	(1,682)		(2,334)
Total shareholders’ equity	272,662		243,494
Total liabilities and shareholders’ equity	$	3,535,283	$	3,144,467

See accompanying Notes to Condensed Consolidated Financial Statements.

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COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except for per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	80,199	$	40,166	$	146,630	$	69,798
Interest on interest earning deposits with other banks	2,678		956		5,775		1,358
Interest on investment securities	653		563		1,206		634
Dividends on other investments	156		134		186		171
Total interest income	83,686		41,819		153,797		71,961
INTEREST EXPENSE
Interest on deposits	20,675		1,673		35,633		2,226
Interest on borrowed funds	661		260		1,323		581
Total interest expense	21,336		1,933		36,956		2,807
Net interest income	62,350		39,886		116,841		69,154
PROVISION FOR CREDIT LOSSES - LOANS	52,598		14,094		96,142		27,036
RECAPTURE FOR UNFUNDED COMMITMENTS	(345)		—		(192)		—
Net interest income after provision for credit losses - loans and unfunded commitments	10,097		25,792		20,891		42,118
NONINTEREST INCOME
Deposit service charges and fees	989		988		1,899		1,872
Loan referral fees	682		208		682		810
Gain on sales of loans, net	23		—		146		—

Unrealized (loss) gain on equity securities, net	155		—		194		—

Other income	234		396		533		784
Noninterest income, excluding BaaS program income and BaaS indemnification income	2,083		1,592		3,454		3,466
Servicing and other BaaS fees	895		1,159		1,843		2,328
Transaction fees	1,052		814		1,969		1,307
Interchange fees	975		628		1,764		1,060
Reimbursement of expenses	1,026		618		1,947		990
BaaS program income	3,948		3,219		7,523		5,685
BaaS credit enhancements	51,027		14,207		93,389		27,282
BaaS fraud enhancements	1,537		6,474		3,536		11,045
BaaS indemnification income	52,564		20,681		96,925		38,327
Total noninterest income	58,595		25,492		107,902		47,478
NONINTEREST EXPENSE
Salaries and employee benefits	16,309		12,238		31,884		23,323
Occupancy	1,143		1,083		2,362		2,219
Data processing and software licenses	1,972		1,546		3,812		3,050
Legal and professional expenses	4,645		1,002		7,707		1,710
Point of sale expense	814		409		1,567		657
Excise taxes	531		564		986		913
Federal Deposit Insurance Corporation ("FDIC") assessments	570		855		1,165		1,459
Director and staff expenses	519		377		1,145		721
Marketing	115		74		210		173
Other expense	1,722		1,318		2,612		2,795
Noninterest expense, excluding BaaS loan and BaaS fraud expense	28,340		19,466		53,450		37,020
BaaS loan expense	22,033		12,229		39,587		20,519
BaaS fraud expense	1,537		6,474		3,536		11,045
BaaS loan and fraud expense	23,570		18,703		43,123		31,564
Total noninterest expense	51,910		38,169		96,573		68,584

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Income before provision for income taxes	16,782		13,115		32,220		21,012
PROVISION FOR INCOME TAXES	3,876		2,939		6,923		4,606
NET INCOME	$	12,906	$	10,176	$	25,297	$	16,406
Basic earnings per common share	$	0.97	$	0.79	$	1.91	$	1.27
Diluted earnings per common share	$	0.95	$	0.76	$	1.86	$	1.22
Weighted average number of common shares outstanding:
Basic	13,275,640		12,928,061		13,236,517		12,913,485
Diluted	13,597,763		13,442,013		13,603,594		13,458,706

See accompanying Notes to Condensed Consolidated Financial Statements.

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COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
NET INCOME	$	12,906	$	10,176	$	25,297	$	16,406
OTHER COMPREHENSIVE INCOME (LOSS), before tax
Securities available-for-sale
Unrealized holding income (loss) during the period	163		(1,351)		841		(1,701)
Income tax (expense) benefit related to unrealized holding gain/loss	(38)		282		(189)		353
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	125		(1,069)		652		(1,348)
COMPREHENSIVE INCOME	$	13,031	$	9,107	$	25,949	$	15,058

See accompanying Notes to Condensed Consolidated Financial Statements.

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COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(dollars in thousands)


	Shares of Common Stock	Amount of Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
BALANCE, March 31, 2022	12,928,548	$	122,592	$	85,603	$	(275)	$	207,920
Net income	—	—		10,176		—		10,176
Issuance of restricted stock awards	10,396	—		—		—		—
Vesting of restricted stock units	349	—		—		—		—

Exercise of stock options	9,330	69		—		—		69
Stock-based compensation	—	565		—		—		565
Other comprehensive loss, net of tax	—	—		—		(1,069)		(1,069)
BALANCE, June 30, 2022	12,948,623	$	123,226	$	95,779	$	(1,344)	$	217,661

BALANCE, December 31, 2021	12,875,315	$	121,845	$	79,373	$	4	$	201,222
Net income	—	—		16,406		—		16,406
Issuance of restricted stock awards	10,396	—		—		—		—
Vesting of restricted stock units	26,637	—		—		—		—
Exercise of stock options	36,275	277		—		—		277
Stock-based compensation	—	1,104		—		—		1,104
Other comprehensive loss, net of tax	—	—		—		(1,348)		(1,348)
BALANCE, June 30, 2022	12,948,623	$	123,226	$	95,779	$	(1,344)	$	217,661

BALANCE, March 31, 2023	13,281,533	$	127,447	$	133,123	$	(1,807)	$	258,763
Net income	—	—		12,906		—		12,906
Issuance of restricted stock awards	13,538	—		—		—		—
Vesting of restricted stock units	3,618	—		—		—		—
Exercise of stock options	2,120	22		—		—		22
Stock-based compensation	—	846		—		—		846
Other comprehensive income, net of tax	—	—		—		125		125
BALANCE, June 30, 2023	13,300,809	$	128,315	$	146,029	$	(1,682)	$	272,662

BALANCE, December 31, 2022	13,161,147	$	125,830	$	119,998	$	(2,334)	$	243,494
Adjustment to retained earnings; adoption of ASU 2016- 13	—	—		734		—		734
Net income	—	—		25,297		—		25,297
Issuance of restricted stock awards	13,538	—		—		—		—
Vesting of restricted stock units	46,020	—		—		—		—
Exercise of stock options	80,104	589		—		—		589
Stock-based compensation	—	1,896		—		—		1,896
Other comprehensive income, net of tax	—	—		—		652		652
BALANCE, June 30, 2023	13,300,809	$	128,315	$	146,029	$	(1,682)	$	272,662

See accompanying Notes to Condensed Consolidated Financial Statements.

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COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)


	Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25,297	$	16,406
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses - loans	96,142		27,036
Depreciation and amortization	956		845
Loss on disposition of fixed assets	23		35
Decrease in operating lease right-of-use assets	461		540
Decrease in operating lease liabilities	(480)		(534)
Gain on sales of loans	(146)		—

Net discount accretion on investment securities	(13)		(37)
Unrealized holding loss on equity investment	(194)		—
Stock-based compensation	1,897		1,104

Increase in bank-owned life insurance value	(188)		(178)
Deferred tax benefit	(7,714)		(4,533)
Net change in CCBX receivable	(8,697)		(2,848)
Net change in CCBX credit enhancement asset	(39,086)		(22,003)
Net change in CCBX payable	7,295		10,217
Net change in other assets and liabilities	5,562		(5,238)
Total adjustments	55,818		4,406
Net cash provided by operating activities	81,115		20,812
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment securities available for sale	—		(134,912)
Purchase of investment securities held for investment	(11,576)		—
Change in other investments, net	(1,288)		(1,901)
Principal paydowns of investment securities available-for-sale	4		12
Principal paydowns of investment securities held-to-maturity	48		34
Maturities and calls of investment securities available-for-sale	—		60,000
Purchase of bank owned life insurance	(18)		(53)
Proceeds from sales of loans held for sale	154,061		20,059

Purchase of loans	(47,886)		(165,456)
Increase in loans receivable, net	(585,510)		(512,532)

Purchases of premises and equipment, net	(1,669)		(2,331)
Net cash used by investing activities	(493,834)		(737,080)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW and money market, and savings	349,674		340,502
Net decrease in time deposits	(4,623)		(6,984)
Net repayment from long term FHLB borrowing	—		(24,999)



Proceeds from exercise of stock options	589		277
Net cash provided by financing activities	345,640		308,796
NET CHANGE IN CASH, DUE FROM BANKS AND RESTRICTED CASH	(67,079)		(407,472)
CASH, DUE FROM BANKS AND RESTRICTED CASH, beginning of year	342,139		813,161
CASH, DUE FROM BANKS AND RESTRICTED CASH, end of quarter	$	275,060	$	405,689
SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES
Interest paid	$	36,874	$	2,834
Income taxes paid	5,195		5,247

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SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
Fair value adjustment of securities available-for-sale, gross	$	841	$	(1,705)
Operating lease right-of-use assets	$	1,659	$	—
Operating lease liabilities	$	(1,659)	$	—
Non-cash investing and financing activities:
Transfer from loans to loans held for sale	$	189,838	$	80,058
Adjustment to retained earnings - adoption of ASU 2016-13, net of deferred tax	$	(734)	$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

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COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 - Description of Business and Summary of Significant Accounting Policies

Nature of operations - Coastal Financial Corporation (“Corporation” or “Company”) is a registered bank holding company whose wholly owned subsidiaries are Coastal Community Bank (“Bank”) and Arlington Olympic LLC (“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 that is a member bank of the Federal Reserve system. Arlington Olympic LLC was formed in 2019 and owns the Company’s Arlington branch site, which the Bank leases from the LLC.

We are 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: CCBX, the community bank and treasury & administration. The CCBX 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 Company is able to offer banking services and products across the nation.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, professionals, and individuals in the broader Puget Sound region in the state of Washington through its 14 branches in Snohomish, Island and King Counties, and through the Internet and its mobile banking application. The treasury & administration segment includes treasury management, overall administration and all other aspects of the Company.

The Bank’s deposits are insured in whole or in part by the Federal Deposit Insurance Corporation. The community bank’s loans and deposits are primarily within the greater Puget Sound area, 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 (the “Federal Reserve”) 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 unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim reporting requirements and with instructions to Form 10-Q and Article 10 of Regulation S-X, and therefore do not include all the information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2023. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire year.

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 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 policies include determining the allowance for credit losses, the valuation of the Company’s deferred tax assets, and fair value of financial instruments. Actual results could differ significantly from those estimates.

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Implementation of ASU 2016-13 - On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss with an expected loss methodology that is 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 held-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 write-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 the amortized cost basis.

The Company adopted ASC 326 using the modified retrospective method. Results for the reporting periods beginning after January 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 a 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 $4.2 million in the same period. With the mirror image approach accounting related to the credit enhancement 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 in the first quarter of 2023, excluding the impact of income taxes.

Management has separately evaluated its held-to-maturity investment securities and determined that no loss reserves were required.

Implementation of ASU 2022-02 - On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDR") and Vintage Disclosures. The ASU 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 disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. This ASU was effective upon adoption of ASU 2016-13 and was applied on a prospective basis. During the three and six months ended June 30, 2023, the Company did not have any loans that were modified to borrowers experiencing financial difficulty.

Accounting policy update –

Allowance for Credit Losses - effective January 1, 2023 with the adoption of ASU 2016-13

Loans and unfunded commitments

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.

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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 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.

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 the 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 (e.g., an estimate of 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 segments its unfunded commitment portfolio consistent with the ACL calculation, separating between unfunded lines and commitments to originate. The Company incorporates the probability of funding (i.e. estimate of utilization) for each segment and then utilizes the ACL loss rates for each segment on an aggregate basis to calculate the allowance for unfunded commitments

Available-for-sale debt securities

For available-for-sale debt securities with fair value 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 impairment 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 the 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.

Held-to-maturity debt securities

For held-to-maturity debt securities, expected losses are evaluated and calculated on a collective basis for those securities which 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 U.S. Agency Residential Mortgage Backed Securities which have an expected zero credit loss.

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The following table illustrates the impact of ASU 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 asset	57,842		53,377		4,465
Deferred tax asset	18,238		18,458		(220)
Liabilities:
Unfunded commitment reserve	634		974		(340)
Shareholders' Equity:
Retained earnings	120,732		119,998		734

Subsequent Events - The Company has evaluated events and transactions subsequent to June 30, 2023 for potential recognition or disclosure.

Reclassifications - Certain amounts reported in prior quarters' consolidated financial statements may have been reclassified to conform to the current presentation with no effect on stockholders’ equity or net income.

Note 2 - Recent accounting standards

Recent Accounting Guidance

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2024. The LIBOR ceased to be published effective June 30, 2023. Beginning with rate adjustments that occur after June 30, 2023, our trust preferred subordinated debentures will transition to an adjusted three-month CME Term SOFR index in accordance with the Federal Reserve final rule implementing the Adjustable Interest Rate Act. We have identified the loans that utilize LIBOR and they will transition to alternative reference rates at each loans respective reprice date. We are no longer offering LIBOR indexed rates on newly originated loans. ASU 2020-04 and ASU 2021-01 are not expected to have a material impact on our consolidated financial statements.

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Note 3 - Investment Securities

The following table summarizes the amortized cost, fair value, and allowance for credit losses and the corresponding amounts of gross unrealized gains and losses of available-for-sale securities 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)
June 30, 2023
Available-for-sale
U.S. Treasury securities	$	99,981	$	—	$	(2,110)	$	97,871	$	—
U.S. Agency collateralized mortgage obligations	50		—		(3)		47		—

Municipal bonds	250		—		(1)		249		—
Total available-for-sale securities	100,281		—		(2,114)		98,167		—

Held-to-maturity
U.S. Agency residential mortgage-backed securities	12,563		—		(404)		12,159		—

Total investment securities	$	112,844	$	—	$	(2,518)	$	110,326	$	—


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands; unaudited)
December 31, 2022
Available-for-sale
U.S. Treasury securities	$	99,967	$	—	$	(2,952)	$	97,015
U.S. Agency collateralized mortgage obligations	54		—		(3)		51
U.S. Agency residential mortgage-backed securities	1		—		—		1
Municipal bonds	250		—		—		250
Total available-for-sale securities	100,272		—		(2,955)		97,317
Held-to-maturity
U.S. Agency residential mortgage-backed securities	1,036		—		(120)		916
Total investment securities	$	101,308	$	—	$	(3,075)	$	98,233

Accrued interest on available-for-sale securities was $711,000 and $723,000 at June 30, 2023 and December 31, 2022, respectively, accrued interest on held-to-maturity securities was $50,000 and $3,000 at June 30, 2023 and December 31, 2022, respectively. Accrued interest on securities is excluded from the balances in the preceding table of securities receivable, and is included in accrued interest receivable on the Company's consolidated balance sheets.

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The amortized cost and fair value of debt securities at June 30, 2023, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers or the underlying borrowers 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; unaudited)
June 30, 2023
Amounts maturing in
One year or less	$	100,231	$	98,120	$	—	$	—

	100,231		98,120		—		—
U.S. Agency residential mortgage-backed securities and collateralized mortgage obligations	50		47		12,563		12,159
	$	100,281	$	98,167	$	12,563	$	12,159

Investments in debt securities with an amortized cost of $22.0 million at June 30, 2023 and $37.8 million as of December 31, 2022, were pledged to secure public deposits and for other purposes as required or permitted by law. During the six months ended June 30, 2023, one security matured for $590,000. During the six months ended June 30, 2023, three securities were purchased for $11.6 million.

There were no sales of securities during the six months ended June 30, 2023 or 2022.

There were ten securities with a $2.5 million unrealized loss as of June 30, 2023. There were six securities in an unrealized loss position as of December 31, 2022. The following table shows the investments’ gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position 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; unaudited)
June 30, 2023
Available-for-sale
U.S. Treasury securities	$	—	$	—	$	97,871	$	2,110	$	97,871	$	2,110
U.S. Agency collateralized mortgage obligations	—		—		47		3		47		3
Municipals	249		1		—		—		249		1

Total available-for-sale securities	249		1		97,918		2,113		98,167		2,114
Held-to-maturity
U.S. Agency residential mortgage-backed securities	11,261		287		898		117		12,159		404
Total investment securities	$	11,510	$	288	$	98,816	$	2,230	$	110,326	$	2,518

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Management has evaluated the above securities and does not believe that any individual unrealized loss as of June 30, 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. Management 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 occur 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.

Note 4 - Loans and Allowance for Credit Losses

During the quarter ended June 30, 2023, $88.6 million in CCBX loans were transferred to loans held for sale, with $80.0 million in loans sold. A portion of these loans were sold at par and a portion were sold with a gain on sale of $23,000. As of June 30, 2023 $35.9 million in residential real estate secured lines of credit loans remain in loans held for sale. At 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 three and six months ended June 30, 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.

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The composition of the loan portfolio is as follows as of the periods indicated:


	June 30,
	2023
	(dollars in thousands; unaudited)
Community Bank
Commercial and industrial loans	$	155,078
Real estate loans:
Construction, land and land development loans	186,706
Residential real estate loans	211,966
Commercial real estate loans	1,164,088
Consumer and other loans:
Other consumer and other loans	1,457
Gross Community Bank loans receivable	1,719,295
CCBX
Commercial and industrial loans:
Capital call lines	$	138,428
All other commercial & industrial loans	60,323
Real estate loans:
Residential real estate loans	251,213
Consumer and other loans:
Credit cards	379,642
Other consumer and other loans	465,360
Gross CCBX loans receivable	1,294,966
Total gross loans receivable	3,014,261
Net deferred origination fees and premiums	(6,708)
Loans receivable	$	3,007,553


	December 31,
	2022
Consolidated	(dollars in thousands; unaudited)
Commercial and industrial loans	$	312,628
Real estate loans:
Construction, land, and land development	214,055
Residential real estate	449,157
Commercial real estate	1,048,752
Consumer and other loans	608,771
Gross loans receivable	2,633,363
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 $20.8 million and $17.0 million at June 30, 2023 and December 31, 2022, respectively, and was included in accrued interest receivable on the Company's consolidated balance sheets.

Included in commercial and industrial loans as of June 30, 2023 and December 31, 2022, is $138.4 million and $146.0 million, respectively in capital call lines, 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 by our BaaS client and the underwriting is reviewed and approved by the Bank on every line. Also included in commercial and industrial loans are

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Paycheck Protection Program (“PPP”) loans of $3.6 million at June 30, 2023 and $4.7 million at December 31, 2022. PPP loans are 100% guaranteed by the Small Business Administration (“SBA”).

Consumer and other loans includes overdrafts of $2.3 million and $2.7 million at June 30, 2023 and December 31, 2022, respectively. Community bank overdrafts were $13,000 and $94,000 at June 30, 2023 and December 31, 2022, respectively and CCBX overdrafts were $2.2 million and $2.6 million at June 30, 2023 and December 31, 2022.

The Company has pledged loans totaling $901.9 million and $220.1 million at June 30, 2023 and December 31, 2022, respectively, for borrowing lines at the FHLB and FRB. Additional loans were pledged during the first six months of 2023 to significantly increase the borrowing capacity of the Bank in the event of a liquidity crisis.

The balance of SBA and USDA loans and participations sold and serviced for others totaled $9.4 million and $14.3 million at June 30, 2023 and December 31, 2022, respectively.

The gross balance of Main Street Lending Program (“MSLP”) loans including participations to others, totaled $58.0 million at June 30, 2023 and December 31, 2022, with $3.1 million in MSLP loans on the balance sheet and included in commercial and industrial loans at June 30, 2023, and December 31, 2022. Servicing is retained on the gross balance.

The Company, at times, purchases individual loans that meet its underwriting standards through the community bank at fair value as of the acquisition date. The Company held purchased loans with remaining balances that totaled $9.3 million and $9.6 million as of June 30, 2023 and December 31, 2022, respectively. Unamortized premiums on these loans totaled $162,000 and $167,000 as of June 30, 2023 and December 31, 2022, respectively, and are amortized into interest income over the life of the loans.

The Company has purchased participation loans with remaining balances totaling $58.8 million and $63.9 million as of June 30, 2023 and December 31, 2022, respectively. These loans are included in the applicable loan category depending upon the collateral and purpose of the individual loan and underwritten to the Bank's credit standards.

The Company purchased loans from a CCBX partner, at par, through agreements with that CCBX partner, and those loans had a remaining balance of $144.9 million as of June 30, 2023 and $157.4 million as of December 31, 2022. As of June 30, 2023, $134.2 million is included in consumer and other loans and $10.8 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.

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 and capital calls on venture and investment funds. Also included in commercial and industrial loans are $60.3 million in unsecured CCBX partner loans. Loan types include PPP loans, revolving lines of credit, term loans, and loans secured by liquid collateral such as cash deposits or marketable securities. Also included in commercial and industrial loans are loans to other financial institutions. 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.

As of June 30, 2023, $138.4 million in outstanding 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 by our CCBX partner and the underwriting is reviewed by the Bank on every line/loan.

Construction, land and land development loans – The Company originates loans for the construction of 1-4 family, multifamily, and Commercial Real Estate (“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

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and sell the project. Additionally, the fair value of the underlying collateral may fluctuate as market conditions change. The Company occasionally originates 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 loans – Residential real estate includes various types of loans for which the Company holds real property as collateral. Included in this segment are first and second lien single family loans, occasionally purchased by the Company to diversify its loan portfolio, 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 June 30, 2023, $251.2 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) loans – Commercial real estate loans include various types of loans for which the Company holds real property as collateral. We have commercial mortgage loans collateralized by $356.0 million of owner-occupied real-estate and $478.2 million of non-owner-occupied real estate, as well as $319.0 million of multi-family residential loans and $11.0 million of farmland loans, as of June 30, 2023. 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 – The community bank originates a limited number of consumer loans, generally for banking customers only, which consist primarily of 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 includes overdrafts. Repayment of these loans is dependent on the borrower’s ability to pay and the fair value of the underlying collateral, if any.

As of June 30, 2023, $845.0 million in CCBX loans are included in consumer and other loans compared to $607.0 million at December 31, 2022.

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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		90 Days or More Past Due and Still Accruing
	(dollars in thousands; unaudited)
June 30, 2023
Community Bank
Commercial and industrial loans	$	97	$	—	$	97	$	154,981	$	155,078	$	—
Real estate loans:
Construction, land and land development	—		66		66		186,640		186,706		—
Residential real estate	—		186		186		211,780		211,966		—
Commercial real estate	—		7,142		7,142		1,156,946		1,164,088		—
Consumer and other loans	32

COASTAL FINANCIAL CORP [CCB] Filings
10-Q	[2023-08-08]
10-Q	[2023-05-10]
10-K	[2023-03-16]
10-Q	[2022-11-09]
10-Q	[2022-08-05]
10-Q	[2022-05-06]
10-K	[2022-03-14]
10-Q	[2021-11-08]
10-Q	[2021-08-06]
10-Q	[2021-05-07]
10-K	[2021-03-12]
10-Q	[2020-11-06]
10-Q	[2020-08-07]
10-Q	[2020-05-08]
10-K	[2020-03-12]
10-Q	[2019-11-12]
10-Q	[2019-08-12]
10-Q	[2019-05-13]
10-K	[2019-03-28]
10-Q	[2018-11-13]
10-Q	[2018-08-31]
S-1	[2018-06-19]