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COASTAL FINANCIAL CORP (CCB)

CIK: 0001437958. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1437958. Latest filing source: 0001437958-26-000013.

Informational only - descriptive public-record data, not investment advice.

Business

Read CCB's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read CCB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue429,617,000USD20252026-02-27
Net income46,993,000USD20252026-02-27
Assets4,741,437,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001437958.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue32,113,00038,743,00048,587,00063,038,00083,083,000192,170,000323,219,000396,777,000429,617,000
Net income5,436,0009,701,00013,201,00015,146,00027,005,00040,625,00044,579,00045,219,00046,993,000
Diluted EPS0.590.911.081.242.163.013.273.263.06
Operating cash flow7,617,00014,402,00013,671,00019,330,00029,847,00067,098,000191,540,000259,786,000254,584,000
Capital expenditures1,057,0001,149,0001,213,0005,368,0002,593,0002,838,0006,245,0009,900,0008,436,000
Assets805,753,000952,110,0001,128,526,0001,766,122,0002,635,517,0003,144,467,0003,750,005,0004,121,208,0004,741,437,000
Liabilities740,042,000842,954,0001,004,353,0001,625,905,0002,434,295,0002,900,973,0003,455,027,0003,682,504,0004,250,478,000
Stockholders' equity59,897,00065,711,000109,156,000124,173,000140,217,000201,222,000243,494,000294,978,000438,704,000490,959,000
Free cash flow6,560,00013,253,00012,458,00013,962,00027,254,00064,260,000185,295,000249,886,000246,148,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin16.93%25.04%27.17%24.03%32.50%21.14%13.79%11.40%10.94%
Return on equity8.27%8.89%10.63%10.80%13.42%16.68%15.11%10.31%9.57%
Return on assets0.67%1.02%1.17%0.86%1.02%1.29%1.19%1.10%0.99%
Liabilities / equity11.267.728.0911.6012.1011.9111.718.398.66

Industry Peer Context

Each number-line places CCB against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

CCB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CCB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%CCB 10.9%

ROE peer context

CCB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CCB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%CCB 9.6%

ROA peer context

CCB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CCB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%CCB 1.0%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

CCB FY2025 free cash flow bridge from reported figures.CCB FY2025 free cash flow bridge from reported figures.CCB free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$254.6MOperating cash flow-$8.4MCapex$246.1MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001437958-26-000013; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001437958-26-000013; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001437958-26-000013; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

CCB revenue, last 5 periods. Source: SEC companyfacts FY2025.CCB revenue, last 5 periods. Source: SEC companyfacts FY2025.CCB RevenueLatest point: FY2025 = $429.6MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CCB net income, last 5 periods. Source: SEC companyfacts FY2025.CCB net income, last 5 periods. Source: SEC companyfacts FY2025.CCB Net incomeLatest point: FY2025 = $47.0MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CCB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CCB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CCB Diluted EPSLatest point: FY2025 = $3.06/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

CCB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CCB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CCB Operating cash flowLatest point: FY2025 = $254.6MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

CCB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CCB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CCB Capital expendituresLatest point: FY2025 = $8.4MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

CCB assets, last 5 periods. Source: SEC companyfacts FY2025.CCB assets, last 5 periods. Source: SEC companyfacts FY2025.CCB AssetsLatest point: FY2025 = $4.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

CCB liabilities, last 5 periods. Source: SEC companyfacts FY2025.CCB liabilities, last 5 periods. Source: SEC companyfacts FY2025.CCB LiabilitiesLatest point: FY2025 = $4.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

CCB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CCB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CCB Stockholders' equityLatest point: FY2025 = $491.0MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

CCB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CCB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CCB Free cash flowLatest point: FY2025 = $246.1MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437958-26-000013; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001437958.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.76reported discrete quarter
2022-Q32022-09-300.82reported discrete quarter
2023-Q12023-03-310.91reported discrete quarter
2023-Q22023-06-3083,686,00012,906,0000.95reported discrete quarter
2023-Q32023-09-3088,331,00010,270,0000.75reported discrete quarter
2023-Q42023-12-3188,243,0009,012,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3190,472,0006,800,0000.50reported discrete quarter
2024-Q22024-06-3097,487,00011,596,0000.84reported discrete quarter
2024-Q32024-09-30105,079,00013,456,0000.97reported discrete quarter
2024-Q42024-12-31103,739,00013,367,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31104,907,0009,730,0000.63reported discrete quarter
2025-Q22025-06-30107,797,00011,028,0000.71reported discrete quarter
2025-Q32025-09-30109,027,00013,592,0000.88reported discrete quarter
2025-Q42025-12-31107,886,00012,643,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31111,681,00012,019,0000.78reported discrete quarter

Quarterly Charts

CCB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB Quarterly RevenueLatest point: 2026-Q1 = $111.7MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437958-26-000039; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CCB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB Quarterly Net incomeLatest point: 2026-Q1 = $12.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437958-26-000039; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CCB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CCB Quarterly Diluted EPSLatest point: 2026-Q1 = $0.78/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.75/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437958-26-000039; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001437958-26-000039.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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

Overview

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our 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 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 digital financial service providers, companies and brands to offer their customers banking services. The CCBX segment has 30 partners as of March 31, 2026. 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 March 31, 2026, we had total assets of $5.66 billion, total loans receivable of $3.86 billion, total deposits of $5.04 billion and total shareholders’ equity of $503.8 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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank.

We generate most of our community bank revenue from interest on loans and CCBX revenue from BaaS fee income and interest on loans. Our primary source of funding for our loans is commercial and retail 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 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 on loans, interest on deposits and borrowings, BaaS loan expense, and salaries and employee benefits. 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.

Results of Operations

Net Income

Comparison of the quarter ended March 31, 2026 to the comparable quarter in the prior year

Net income for the three months ended March 31, 2026 was $12.0 million, or $0.78 per diluted share, compared to $9.7 million, or $0.63 per diluted share, for the three months ended March 31, 2025. The increase in net income over the comparable period in the prior year was primarily attributable to a $6.8 million increase in interest income due to an increase in average loans receivable and interest earning deposits with other banks, an increase in BaaS program income of $4.6 million and a decrease in interest expense of $521,000, partially offset by a $11.5 million increase in noninterest expenses combined with other less significant changes.

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Additionally, BaaS credit enhancement income decreased $2.9 million, which is directly related to and offsets the decrease in provision for credit losses of $4.4 million for the quarter ended March 31, 2026. The lower provision is due to improvement in the performance of the CCBX portfolio, change in loan mix, and our focus on originating higher quality CCBX loans resulting in lower historical loss factors. In accordance with GAAP, we recognize as revenue (1) the right to be indemnified or reimbursed for fraud losses on CCBX customer loans and deposits and (2) the right to be indemnified for credit losses by our partners for expected credit losses related to loans they originate and unfunded commitments from such loans. CCBX customer credit losses are recognized in the allowance for credit loss and fraud loss is recognized in BaaS noninterest expense. 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.”

Net Interest Income

Comparison of the quarter ended March 31, 2026 to the comparable quarter in the prior year

Net interest income for the three months ended March 31, 2026 was $83.4 million, compared to $76.1 million for the three months ended March 31, 2025, an increase of $7.3 million, or 9.6%. The increase in net interest income compared to the quarter ended March 31, 2025 was primarily related to an increase in interest earning deposits with other banks and growth in loans receivable. The average balance of loans was $366.9 million more and average interest earning deposits with other banks was $338.1 million higher for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Total interest and fees on loans were $102.9 million for the three months ended March 31, 2026 compared to $98.1 million for the three months ended March 31, 2025. The $4.7 million increase in interest and fees on loans for the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025, was largely due to growth in loans, primarily from CCBX. Total loans receivable was $3.86 billion at March 31, 2026, compared to $3.52 billion at March 31, 2025. CCBX average loans receivable was $1.92 billion for the quarter ended March 31, 2026, compared to $1.63 billion for the quarter ended March 31, 2025, an increase of $292.5 million, or 17.9%. Average CCBX yield of 15.01% was earned on CCBX loans for the quarter ended March 31, 2026, compared to 16.88% for the quarter ended March 31, 2025. The lower loan yield is the result of lower rates compared to the prior year period as well as a change in the loan mix. The Federal Open Market Committee ("FOMC") of the Federal Reserve last lowered the targeted federal funds rate by 0.25% on December 11, 2025; a reduction of 0.75% compared to March 31, 2025. Additionally, lower rate capital call lines were $42.9 million higher compared to March 31, 2025. These loans earn a lower rate of interest, but have less credit risk due to the way the loans are structured compared to other commercial loans. 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.

Interest income from interest earning deposits with other banks was $8.1 million for the quarter ended March 31, 2026, an increase of $2.1 million, or 33.9%, primarily due to an increase in balances compared to the quarter ended March 31, 2025. The average balance of interest earning deposits invested with other banks for the three months ended March 31, 2026 was $891.5 million, compared to $553.4 million for the three months ended March 31, 2025. The yield on these interest earning deposits with other banks decreased 0.75%, which is in line with the reduction in Fed funds compared to the prior year period, to 3.70% compared to 4.45% at March 31, 2025. Interest income on investment securities decreased $28,000 to $622,000 at March 31, 2026, compared to $650,000 at March 31, 2025. Average investment securities increased $259,000 from $47.2 million for the three months ended March 31, 2025, to $47.5 million for the three months ended March 31, 2026, as a result of investments purchased for CRA purposes, partially offset by principal paydowns. Average yield on investment securities decreased to 5.32% for the three months ended March 31, 2026, compared to 5.59% for the three months ended March 31, 2025.

Interest expense was $28.3 million for the quarter ended March 31, 2026, a $521,000 decrease from the quarter ended March 31, 2025. Interest expense on deposits was $27.7 million for the quarter ended March 31, 2026, compared to $28.2 million for the quarter ended March 31, 2025. The $515,000 decrease in interest expense on deposits was largely due to lower interest rates despite an increase of $631.9 million in average interest bearing deposits compared to the quarter ended March 31, 2025. Interest on borrowed funds was $654,000 for the quarter ended March 31, 2026, compared to $660,000 for the quarter ended March 31, 2025.

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Cost of funds was 2.59% for the quarter ended March 31, 2026, which was a decrease of 0.52% from 3.11% for the quarter ended March 31, 2025. Cost of deposits for the quarter ended March 31, 2026 was 2.56%, which was a 0.52% decrease from 3.08% for the quarter ended March 31, 2025. These decreases were largely due to lower interest rates.

Net interest margin was 7.00% for the three months ended March 31, 2026, compared to 7.48% for the three months ended March 31, 2025. The decrease in net interest margin compared to the three months ended March 31, 2025 was largely due to a decrease in loan yield, partially offset by a decrease in cost of deposits.

Total yield on loans receivable for the quarter ended March 31, 2026 was 10.76%, compared to 11.33% for the quarter ended March 31, 2025. This decrease in yield on loans receivable is the result of lower rates compared to the prior year period as well as a change in the loan mix. Lower rate CCBX capital call lines were $42.9 million higher compared to March 31, 2025. The composition of the loan portfolio is shifting with CCBX average loans increasing to 49.6% of the total loan portfolio for the quarter ended March 31, 2026, compared to 46.4% for the quarter ended March 31, 2025, and the average community bank loans decreasing to 50.4% of the loan portfolio for the quarter ended March 31, 2026, compared to 53.6% for the quarter ended March 31, 2025. For the quarter ended March 31, 2026, average CCBX loans increased $292.5 million, or 17.9%, with an average CCBX yield of 15.01%, compared to 16.88% at the quarter ended March 31, 2025. 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. Average community bank loans increased $74.4 million, or 4.0% due to growth and normal balance fluctuations. Average yield on community bank loans for the three months ended March 31, 2026 was 6.58% compared to 6.53% for the three months ended March 31, 2025.

The following tables (1) show the average yield on loans and cost of deposits by segment and (2) illustrate ho

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

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

Overview

This discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Form 10-K.

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our 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 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) and have one loan production office in King County. The CCBX segment provides banking as a service (“BaaS”) that allows our digital financial service partners to offer their customers banking services. The CCBX segment had 28 partners as of December 31, 2025. 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, 2025, we had total assets of $4.74 billion, total loans receivable of $3.75 billion, total deposits of $4.14 billion and total shareholders’ equity of $491.0 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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. 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 CCBX revenue from BaaS fee income and interest on loans. Our primary source of funding for our loans is commercial and retail 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 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, interest on deposits and borrowings, BaaS loan expense, salaries and employee benefits, BaaS fraud expense, legal and professional expenses, data processing and software licenses and occupancy expense. 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.

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

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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.

Credit Quality

We have well established loan policies and underwriting practices that have resulted in low levels of charge-offs and nonperforming 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. For additional information on credit enhancements see Item 1. Business - Concentrations of Credit Risk section. 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.

Operating Efficiency

The largest component of noninterest expense is BaaS loan expense and salaries and employee benefits. Other significant operating expenses include BaaS fraud expense, legal and professional expenses, data processing and software licenses and occupancy 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 our infrastructure and make investments to increase our operating capacity, our operating efficiency ratio 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 53.13% at December 31, 2025, compared to 42.38% at December 31, 2024. This ratio increased as a result of an increase in net interest income, decrease in credit enhancement income and higher noninterest expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Economic Conditions

Our business and financial performance are affected by economic conditions generally in the United States for CCBX and more directly for the community bank 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 macro economic environment is continuously changing, primarily due to the pace of economic growth, inflation, changing interest rates, global trade tensions, tariffs, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters and trade issues that contribute to economic uncertainty which has caused increased market volatility and may lead to 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 Annual 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. Our critical accounting estimates are included and discussed below. 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

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operations. We believe that of our accounting policies, the following accounting policies may involve a higher degree of judgment and complexity:

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 nonaccrual 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.

The Company decreased the allowance from $177.0 million at December 31, 2024 to $169.5 million at December 31, 2025. The change is largely related to improved credit quality decreasing the provision for 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 loan portfolio. 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.

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

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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 in accordance with accounting guidance, and is dependent upon the contractual agreement with each partner with certain components of BaaS income being consistent across agreements. Agreements with many of our CCBX partners provide for a credit enhancement which protects the Bank by absorbing incurred credit and fraud losses. In accordance with accounting guidance, we estimate and record a provision for probable losses for 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, and the credit enhancement asset is relieved when credit enhancement payments and 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, 2025, noninterest income subject to Topic 606 increased $9.7 million to $34.3 million, compared to $24.7 million for the year ended December 31, 2024. The increase was largely due to an increase in BaaS program income resulting from increased activity and 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, 2025, see “Note 2 – Recent Accounting Standards” in the accompanying notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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, 2025. The information contained in this section should be read together with the December 31, 2025 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 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Net Income

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. Net income for the year ended December 31, 2025 was $47.0 million, or $3.06 per diluted share, compared to $45.2 million, or $3.26 per diluted share, for the year ended December 31, 2024. Net income is up; however, net income per diluted share is down as a result of the capital raise in December 2024 that increased the number of shares outstanding. The increase in net income over the comparable period in the prior year was primarily attributable to an increase of $37.0 million in net interest income, partially offset by an increase of $10.6 million in BaaS loan expense. The increase in interest income and BaaS loan expense is largely related to growth in CCBX loans. Also contributing to the variance is an increase in BaaS program income of $9.4 million. The increase is partially offset by a $15.8 million increase in salaries and employee benefits, a $4.7 million increase in legal and professional expenses and an $8.0 million increase in data processing and software licenses all related to growth and investments in technology. Additionally, there was an increase in the provision for income taxes of $2.2 million as a result of higher net income, an increase in effective tax rate resulting from an increase in state taxes, and the taxability of certain equity awards.

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Net Interest Income

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. Net interest income for the year ended December 31, 2025, was $310.1 million, compared to $273.0 million for the year ended December 31, 2024, an increase of $37.0 million, or 13.6%. The increase in net interest income compared to the year ended December 31, 2024 was largely related to growth in CCBX loans and a decrease in interest expense as a result of lower interest rates.

Interest and fees on loans totaled $397.6 million for the year ended December 31, 2025 compared to $372.0 million for the year ended December 31, 2024. The $25.6 million increase in interest and fees on loans for the year ended December 31, 2025, compared to the year ended December 31, 2024, was largely due to growth in CCBX and community bank loans. Total average loans receivable for the year ended December 31, 2025 was $3.61 billion, compared to $3.32 billion for the year ended December 31, 2024.

CCBX average loans receivable grew to $1.73 billion for the year ended December 31, 2025, compared to $1.43 billion for the year ended December 31, 2024, an increase of $302.4 million, or 21.2%. Average CCBX yield of 15.87% and 17.39% was earned on CCBX loans for the years ended December 31, 2025 and December 31, 2024, respectively. This decrease in yield on loans receivable is the result of lower rates compared to the prior year period as well as a change in the loan mix. Lower rate capital call lines were $101.5 million higher compared to December 31, 2024. 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.

Community bank average loans receivable was fairly flat at $1.88 billion for the year ended December 31, 2025, compared to $1.89 billion for the year ended December 31, 2024, representing a decrease of $8.5 million, or 0.4%. Average yield of 6.52% was earned on community bank loans for the year ended December 31, 2025, compared to 6.54% for the year ended December 31, 2024.

Interest income from interest earning deposits with other banks was $29.0 million for the year ended December 31, 2025, an increase of $7.7 million largely due to an increase in balances, compared to the year ended December 31, 2024. The average balance of interest earning deposits invested with other banks for the year ended December 31, 2025 was $671.7 million, compared to $405.5 million for the year ended December 31, 2024. Interest income on investment securities decreased $529,000 to $2.5 million. Average investment securities decreased $19.2 million from $65.5 million for the year ended December 31, 2024 to $46.2 million for the year ended December 31, 2025 as a result of maturing securities and principal paydowns.

Interest expense was $119.6 million for the year ended December 31, 2025, a $4.2 million decrease from the year ended December 31, 2024. Interest expense on deposits was $116.9 million for the year ended December 31, 2025, compared to $120.9 million for the year ended December 31, 2024. The $4.0 million decrease in interest expense on deposits was due to decreases in interest rates despite an increase in average interest bearing deposits of $439.2 million. Interest on borrowed funds was $2.6 million for the year ended December 31, 2025 and $2.8 million for the year ended December 31, 2024. The $179,000 decrease in interest expense on borrowed funds from the year ended December 31, 2024 is primarily the result of a decrease in interest rates on the junior subordinated debt, which decreased 1.00% to 6.77% for the year ended December 31, 2025, compared to 7.77% for the year ended December 31, 2024.

Net interest margin was 7.14% for the year ended December 31, 2025, compared to 7.18% for the year ended December 31, 2024. The decrease in net interest margin compared to the year ended December 31, 2024 was largely a result of a decrease of 0.20% for yield on loans and a decrease of 0.93% on interest bearing deposits with other banks partially offset by a decrease of 0.48% for cost of deposits, despite a $439.2 million increase in average interest bearing deposits, many of which were impacted by a lower Fed Funds rate for all of 2025.

Cost of funds was 3.02% for the year ended December 31, 2025, compared to 3.49% for the year ended December 31, 2024. Cost of deposits for the year ended December 31, 2025 was 2.99%, which was a 0.48% decrease, from 3.46% for the year ended December 31, 2024. These decreases were largely due to lower interest rates compared to the prior year period.

Total yield on loans receivable for the year ended December 31, 2025 was 11.00%, compared to 11.20% for the year ended December 31, 2024. This decrease in yield on loans receivable is primarily attributed to lower interest rates and a change in loan mix. For the year ended December 31, 2025, average CCBX loans increased $302.4 million, or 21.2%,

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with an average CCBX yield of 15.87%, compared to 17.39% for the year ended December 31, 2024. There was a decrease in average community bank loans of $8.5 million, or 0.4%, compared to the year ended December 31, 2024. Average yield on community bank loans for the year ended December 31, 2025 was 6.52%. compared to 6.54% for the year ended December 31, 2024.

The following tables show the average yield on loans and cost of deposits by segment and also illustrates the impact of BaaS loan expense on CCBX yield on loans:

For the Year Ended
December 31, 2025December 31, 2024December 31, 2023
Yield on LoansCost of DepositsYield on LoansCost of DepositsYield on LoansCost of Deposits
Community Bank6.52%1.71%6.54%1.80%6.20%1.14%
CCBX (1)15.87%3.84%17.39%4.70%16.30%4.55%
Consolidated11.00%2.99%11.20%3.46%10.36%2.87%

(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, 2025December 31, 2024December 31, 2023
(dollars in thousands)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$274,60815.87%$248,28617.39%$197,30616.30%
Less: BaaS loan expense129,0867.46%118,5368.30%79,7486.59%
Net BaaS loan income (1)$145,5228.41%$129,7509.09%$117,5589.71%
Average BaaS Loans(2)$1,730,016$1,427,571$1,210,413

(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.

For the year ended December 31, 2025, net interest margin (net interest income divided by the average total interest earning assets) and net interest spread (average yield on total interest earning assets minus average cost of total interest bearing liabilities) were 7.14% and 6.36%, respectively, compared to 7.18% and 6.25%, respectively, for the year ended December 31, 2024.

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, net of loan costs included in interest income, totaled $9.3 million, $8.9 million and $6.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Average Balance Sheets For the Year Ended December 31,
202520242023
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Assets
Interest earning assets:
Interest earning deposits with other banks$671,710$28,9724.31%$405,515$21,2655.24%$295,808$15,3465.19%
Investment securities, available for sale (1)3313.0316,1623502.17100,2602,1582.15
Investment securities, held to maturity (1)46,2132,5265.4749,3202,7065.4919,9181,0395.22
Other investments12,5345314.2410,6964354.0711,5123873.36
Loans receivable (2)3,614,728397,58711.003,320,582372,02111.202,936,908304,28910.36
Total interest earning assets4,345,218429,6179.893,802,275396,77710.443,364,406323,2199.61
Noninterest earning assets:
Allowance for credit losses(168,421)(140,433)(91,194)
Other noninterest earning assets296,684257,951198,071
Total assets$4,473,481$3,919,793$3,471,283
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$3,344,366$116,9143.50%$2,905,202$120,9324.16%$2,395,012$89,0003.72%
FHLB advances and other borrowings122,8541445.05
Subordinated debt44,3642,3935.3944,2162,3945.4144,0662,3735.39
Junior subordinated debentures3,5922436.773,5902797.773,5892717.55
Total interest bearing liabilities3,392,323119,5523.522,955,862123,7494.192,442,66791,6443.75
Noninterest bearing deposits568,682586,477707,641
Other liabilities50,42156,99649,271
Total shareholders' equity462,055320,458271,704
Total liabilities and shareholders' equity$4,473,481$3,919,793$3,471,283
Net interest income$310,065$273,028$231,575
Interest rate spread6.36%6.25%5.86%
Net interest margin (3)7.14%7.18%6.88%

(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. Items that are not directly attributed to the segment are not listed:

For the Year Ended
December 31, 2025December 31, 2024December 31, 2023
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Community Bank
Assets
Interest earning assets:
Loans receivable (1)$1,884,526$122,9566.52%$1,893,011$123,7356.54%$1,726,495$106,9836.20%
Total interest earning assets1,884,526122,9566.521,893,011123,7356.541,726,495106,9836.20
Liabilities
Interest bearing liabilities:
Interest bearing deposits1,070,86626,8052.50968,20626,8972.78900,51617,3541.93
Intrabank liability, net (6)319,03813,7884.32401,02721,2655.30198,17610,4045.25
Total interest bearing liabilities1,389,90440,5932.921,369,23348,1623.521,098,69227,7582.53
Noninterest bearing deposits494,622523,778627,803
Net interest income$82,363$75,573$79,225
Net interest margin (2)4.37%3.99%4.59%
CCBX
Assets
Interest earning assets:
Loans receivable (1)(3)$1,730,016$274,60815.87%$1,427,571$248,28617.39%$1,210,413$197,30616.30%
Intrabank asset, net (6)617,54426,6734.32572,12430,2215.28363,92119,0715.24
Total interest earning assets2,347,560301,28112.831,999,695278,50713.931,574,334216,37713.74
Liabilities
Interest bearing liabilities:
Interest bearing deposits2,273,50090,1093.961,936,99694,0354.851,494,49671,6464.79
Total interest bearing liabilities2,273,50090,1093.961,936,99694,0354.851,494,49671,6464.79
Noninterest bearing deposits74,06062,69979,838
Net interest income$211,172$184,472$144,731
Net interest margin (2)9.00%9.23%9.19%
Net interest margin, net of BaaS loan expense (4)3.50%3.30%4.13%
For the Year Ended

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December 31, 2025December 31, 2024December 31, 2023
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Treasury & Administration
Assets
Interest earning assets:
Loans receivable (1)$186$2312.37%$$%$$%
Interest earning deposits with other banks671,71028,9724.31405,51521,2655.24295,80815,3465.19
Investment securities, available for sale (5)3313.0316,1623502.17100,2602,1582.15
Investment securities, held to maturity (5)46,2132,5265.4749,3202,7065.4919,9181,0395.22
Other investments12,5345314.2410,6964354.0711,5123873.36
Total interest earning assets730,67632,0534.39481,69324,7565.14427,49818,9304.43
Liabilities
Interest bearing liabilities:
FHLB advances and borrowings12%2,8541445.05%%
Subordinated debt44,3642,3935.3944,2162,3945.4144,0662,3735.39
Junior subordinated debentures3,5922436.773,5902797.773,5892717.55
Intrabank liability, net (6)298,50612,8854.32171,0978,9565.23165,7458,6675.23
Total interest bearing liabilities346,46315,5234.48221,75711,7735.31213,40011,3115.30
Net interest income$16,530$12,983$7,619
Net interest margin (2)2.26%2.70%1.78%

(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 earning assets and interest bearing liabilities and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. The table illustrates the $32.4 million increase in loan interest income that is attributable to an increase in loan volume partially offset by a decrease of $6.8 million in loan interest income attributed to a decrease in loan rates. 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, 2025Compared toYear Ended December 31, 2024Year Ended December 31, 2024Compared toYear Ended December 31, 2023
Increase (Decrease) Due toTotal Increase (Decrease)Increase (Decrease) Due toTotal Increase (Decrease)
(dollars in thousands)VolumeRateVolumeRate
Interest income:
Interest earning deposits$11,481$(3,774)$7,707$5,753$166$5,919
Investment securities, available-for-sale(489)140(349)(1,821)13(1,808)
Investment securities, held-to-maturity(170)(10)(180)1,613541,667
Other Investments781896(33)8148
Loans receivable32,353(6,787)25,56642,91724,81567,732
Total increase in interest income43,253(10,413)32,84048,42925,12973,558
Interest expense:
Interest bearing deposits15,353(19,371)(4,018)21,20810,72431,932
FHLB advances(5,706)5,564(142)144144
Subordinated debt8(9)(1)81321
Junior subordinated debentures(36)(36)88
Total increase in interest expense9,655(13,852)(4,197)21,36010,74532,105
Increase in net interest income$33,598$3,439$37,037$27,069$14,384$41,453

Provision for Credit Losses

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

The macro economic environment is continuously changing, primarily due to the pace of economic growth, inflation, changing interest rates, global trade tensions, tariffs, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters, and trade issues that may impact the provision and therefore the allowance. Gross loans, excluding loans held for sale, totaled $3.75 billion at December 31, 2025. The allowance for credit losses as a percentage of loans was 4.52% at December 31, 2025, compared to 5.08% at December 31, 2024.

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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. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them vested interests in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. 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 are 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.

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. The provision for credit losses - loans for the year ended December 31, 2025, was $189.4 million compared to $275.7 million for the year ended December 31, 2024. The decrease in the Company’s provision for credit losses - loans during the year ended December 31, 2025, is largely related to improvement in the performance of the CCBX portfolio and our focus on originating higher quality CCBX loans resulting in lower historical loss factors. During the year ended December 31, 2025, a $190.0 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 recapture of $666,000 was needed for the year ended December 31, 2025 due to a change in loan mix and updated prepayment speeds, partially offset by a slight increase in economic uncertainty.

The following table shows the provision expense by segment for the periods indicated:

Year Ended
(dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
Community bank$(666)$(2,130)$1,322
CCBX190,035277,793182,721
Total provision expense$189,369$275,663$184,043

Net charge-offs for the year ended December 31, 2025 totaled $196.8 million, or 5.45% of total average loans, as compared to net charge-offs of $216.1 million, or 6.51% of total average loans, for the year ended December 31, 2024. Net charge-offs decreased in 2025 compared to 2024 as a result of the improvement in the performance of loans originated through CCBX partners and our focus on originating higher quality CCBX loans. In accordance with GAAP, CCBX losses are recorded as charge-offs, but CCBX partner agreements provide for a credit enhancement that indemnifies the Bank from incurred losses, 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 5% of a $321.3 million loan portfolio. At December 31, 2025, our portion of this portfolio represented $22.1 million in loans. Provision expense on these loans was $4.9 million and $6.0 million for the years ended December 31, 2025 and 2024, respectively, with net charge-offs of $4.6 million in 2025 and $5.6 million in 2024. In 2025, $196.8 million of net-charge-offs were recognized for CCBX loans and $27,000 of net charge-offs were recognized for community bank loans. In 2024, $215.5 million of charge-offs were recognized for CCBX loans and $540,000 of net charge-offs were recognized for community bank loans.

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The following table show the total charge-off activity by segment for the periods indicated:

Year Ended December 31, 2025Year EndedDecember 31, 2024Year EndedDecember 31, 2023
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$57$217,132$217,189$554$228,537$229,091$64$151,933$151,997
Gross recoveries(30)(20,326)(20,356)(14)(13,027)(13,041)(12)(7,442)(7,454)
Net charge-offs$27$196,806$196,833$540$215,510$216,050$52$144,491$144,543
Net charge-offs to average loans0.00%11.38%5.45%0.03%15.10%6.51%0.00%11.94%4.92%
% of CCBX net charge-offs covered by credit enhancement97.7%97.4%97.5%

Noninterest Income

Our primary sources of recurring noninterest income are BaaS indemnification income, BaaS program income and service charges and fees. Noninterest income does not include loan origination fees, which are generally recognized over the life of the related loan as an adjustment to yield using the interest or similar method.

For the year ended December 31, 2025, noninterest income totaled $231.6 million, a decrease of $76.6 million, or (24.9)%, compared to $308.2 million for the year ended December 31, 2024. The decrease is largely attributed to lower BaaS indemnification income which is related to lower provision for credit losses on CCBX loans, partially offset by an increase of $9.4 million in BaaS program income.

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

Year Ended December 31,2025 compared to 20242024 compared to 2023
(dollars in thousands)202520242023Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Service charges and fees$3,558$3,738$3,854$(180)(4.8%)$(116)(3.0%)
Loan referral fees168683(168)(100.0)(515)(75.4)
Gain on sales of loans, net253100.0(253)(100.0)
Unrealized gain (loss) on equity securities, net(414)27279(441)(1,633.3)(252)(90.3)
Other3,3061,5248841,782116.964072.4
Noninterest income, excluding BaaS program income and BaaS indemnification income6,4505,4575,95399318.2(496)(8.3)
Servicing and other BaaS fees5,7954,7433,8551,05222.288823.0
Transaction and interchange fees18,74412,8438,2635,90145.94,58055.4
Reimbursement of expenses4,9522,4891,1222,46399.01,367121.8
BaaS program income29,49120,07513,2409,41646.96,83551.6
BaaS credit enhancements187,653272,839177,764(85,186)(31.2)95,07553.5
BaaS fraud enhancements8,0149,8347,165(1,820)(18.5)2,66937.3
BaaS indemnification income195,667282,673184,929(87,006)(30.8)97,74452.9
Total BaaS income$225,158$302,748$198,169$(77,590)(25.6)$104,57952.8
Total noninterest income$231,608$308,205$204,122$(76,597)(24.9%)$104,08351.0%

A description of our largest noninterest income categories are below:

BaaS Income. Our CCBX segment provides BaaS offerings that enable our 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. Servicing and other BaaS fees are typically higher with new partners who have minimum contractual fees. Transaction and interchange fees increase as partner activity increases. As a result, we generally expect servicing and other fees to decrease and transaction and interchange fees to increase as partner activity grows and contracted minimum fees are replaced with recurring fees which then exceed the minimum contractual fees. Increases in BaaS reimbursement of fees offsets increases in noninterest expense from BaaS expenses covered by CCBX partners. 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, 2025, we earned $225.2 million in BaaS fees, which was a decrease of $77.6 million, or 25.6%, over the year ended December 31, 2024, when we earned $302.7 million in BaaS fees. The decrease from the year ended December 31, 2024 was primarily due to a decrease of $85.2 million in BaaS credit enhancements related to the allowance for credit losses and reserve for unfunded commitments and a decrease of $1.8 million in BaaS fraud enhancements, partially offset by an increase of $9.4 million in total BaaS fee program income, which was the result of increased partner activity.

Service Charges and Fees. 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. Service charges and fees were $3.6 million for the year ended December 31, 2025, a decrease of $180,000, or 4.8%, from the prior year primarily due to decreases in point-of-sale fees of $194,000 partially offset by an increase in service charges on deposit accounts of $9,000.

The following table presents service charges and fees for the periods indicated:

Year Ended December 31,2025 compared to 20242024 compared to 2023
(dollars in thousands)202520242023Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Point of sale fees$1,808$2,002$2,176(194)(9.7)%$(174)(8.0%)
Service charges on accounts59658750091.58717.4
Merchant services49548749881.6(11)(2.2)
ATM fees246259239(13)(5.0)208.4
Overdraft and NSF fees20719821394.5(15)(7.0)
Cash management fees81789833.8(20)(20.5)
Other125127130(2)(1.6)(3)(2.3)
$3,558$3,738$3,854$(180)(4.8)%$(116)(3.0%)

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 assuming the interest rate risk. 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 fluctuates 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 $0 for the year ended December 31, 2025, a decrease of $168,000, or 100.0%, from the year ended December 31, 2024. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

Gain 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, however most partner loan sales are at par. Gain on sale of loans may also occur when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and U.S. Department of Agriculture (“USDA”) loans that we originate. This activity fluctuates based on SBA and USDA loan activity.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2025, we recognized an unrealized loss on equity securities of $414,000, compared to the year ended December 31, 2024, when we recognized a $27,000 unrealized holding gain on equity securities. We hold $3.3 million in equity securities focused on entities providing products to the BaaS and financial services space.

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Other. This category includes a variety of other income-producing activities, credit card fee income, wire transfer fees, interest earned on bank owned life insurance (“BOLI”), and SBA and USDA servicing fees. Other noninterest income increased $1.8 million, or 116.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, due in large part to the addition of sweep fee income in 2025.

Noninterest Expense

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

For the year ended December 31, 2025, noninterest expense totaled $287.8 million, an increase of $41.5 million, or 16.8%, compared to $246.3 million for the year ended December 31, 2024. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $150.7 million and increased $32.8 million, or 27.8%. The $15.8 million increase in salaries and employee benefits, $4.7 million increase in legal and professional expenses and $8.0 million increase in data processing and software licenses are all related to growth and enhancements in technology all of which are related to the growth of the Company and investments in technology and risk management.

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

Year Ended December 31,2025 compared to 20242024 compared to 2023
(dollars in thousands)202520242023Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Salaries and employee benefits$85,774$69,927$66,461$15,84722.7%$3,4665.2%
Legal and professional expenses20,25415,50614,8034,74830.67034.7
Data processing and software licenses23,51515,4709,3498,04552.06,12165.5
Point of sale expense350325481257.7(156)(32.4)
Occupancy3,9923,9364,172561.4(236)(5.7)
FDIC assessments3,1772,8632,52431411.033913.4
Director and staff expenses2,6572,1122,15254525.8(40)(1.9)
Excise taxes2,8551,1541,9761,701147.4(822)(41.6)
Marketing631162517469289.5(355)(68.7)
Other7,4926,4845,2241,00815.51,26024.1
Noninterest expense, excluding BaaS loan and BaaS fraud expense150,697117,939107,65932,75827.810,2809.5
BaaS loan expense129,086118,53679,74810,5508.938,78848.6
BaaS fraud expense8,0149,8347,165(1,820)(18.5)2,66937.3
BaaS loan and fraud expense137,100128,37086,9138,7306.841,45747.7
Total noninterest expense$287,797$246,309$194,572$41,48816.8%$51,73726.6%

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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 $85.8 million for the year ended December 31, 2025, an increase of $15.8 million, or 22.7%, compared to $69.9 million for the year ended December 31, 2024. Contributing to the year-over-year variance in salaries and employee benefits was $2.1 million of employee restructuring costs related to organizational changes, including severance and other termination-related expenses. These costs included approximately $2.5 million of non-recurring stock-based compensation associated with accelerated vesting and modification-date fair value adjustments of equity awards in connection with employee departures, partially offset by a $2.0 million credit to salaries and employee benefits due to the forfeiture of other equity awards. As our CCBX activities grow and we invest more in technology, we expect some continued growth in number of employees to support these lines of business but are also working to automate our processes to reduce and/or slow future growth in hiring.

Legal and Professional Expenses. Legal and professional costs include legal, audit and accounting expenses, consulting fees, and fees for recruiting and hiring employees. 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. The expenses also reflect the costs associated with our infrastructure enhancement projects to improve our processing, automate processes, reduce compliance costs and enhance our data management. Legal and professional expenses were $20.3 million for the year ended December 31, 2025 compared to $15.5 million for the year ended December 31, 2024, which is an increase of $4.7 million, or 30.6%.

Data Processing and Software Licenses. Data processing and software licenses include expenses related to obtaining and maintaining software required for our various functions and additional investments in software development and the amortization of those costs. Capitalized software totaled $17.3 million as of December 31, 2025, compared to $15.7 million as of December 31, 2024. 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. Amortization of capitalized software totaled $5.1 million for the year ended December 31, 2025, compared to $3.0 million for the year ended December 31, 2024. Data processing costs were $23.5 million for the year ended December 31, 2025, compared to $15.5 million for the year ended December 31, 2024, an increase of $8.0 million, or 52.0%.

Occupancy Expenses. Occupancy expenses were $4.0 million for the year ended December 31, 2025, compared to $3.9 million for the year ended December 31, 2024, an increase of $56,000, or 1.4%. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $1.5 million for years ended December 31, 2025 and 2024. Occupancy expenses include rent, utilities, janitorial and other maintenance expenses, property insurances and taxes. Also included is depreciation on building, leasehold, furniture, fixtures and equipment. Our hybrid and remote workforce has increased, which helps keep some occupancy expenses down, however we do expect occupancy expenses to increase as we continue to grow.

Director and Staff Expenses. Director and staff expenses includes compensation for director service, continuing education for employees and other director and staff related expenses. Expenses will fluctuate depending upon conferences and other professional events that are attended by employees as well as expenses related to employee travel, and continuing education. Director and staff expenses were $2.7 million for the year ended December 31, 2025 compared to $2.1 million for the year ended December 31, 2024, an increase of $545,000, or 25.8%.

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 other states is also removed to arrive at the taxable base. Excise taxes increased primarily as a result of increased income subject to excise taxes. CCBX income is sourced to the state where the partner does business, and the majority of partners are located outside the state of Washington. The year-over-year $1.7 million increase is largely due to a $1.2 million refund recorded during the year ended December 31, 2024, for which there was no similar entry in 2025. Excise taxes were $2.9 million for the year ended December 31, 2025, compared to $1.2 million for the year ended December 31, 2024, an increase of $1.7 million, or 147.4%.

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Marketing. Marketing and promotion costs were $631,000 for the year ended December 31, 2025, compared to $162,000 for the year ended December 31, 2024, an increase of $469,000, or 289.5%. Marketing and promotion costs will vary depending upon the deployment of branding and targeted advertising for the community bank and CCBX. We expect costs to increase as we expand our marketing plan.

Other. This category includes dues and memberships, office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officer’s insurance, donations and other expenses. Other noninterest expense increased to $7.5 million for the year ended December 31, 2025, compared to $6.5 million for the year ended December 31, 2024, an increase of $1.0 million, or 15.5%. Contributing to the increase was the $700,000 recognition of a payable related to the settlement of an employment-related matter.

BaaS loan and fraud expense. Our CCBX segment provides BaaS offerings that enable our digital financial service providers to offer their customers banking services. Included in BaaS loan and fraud expense is partner loan expense including overdraft balances and BaaS 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 recorded when incurred as losses in noninterest expense, and the reimbursement 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, 2025, BaaS loan and fraud expense was $137.1 million, compared to $128.4 million for the year ended December 31, 2024 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 periods indicated, the BaaS loan and fraud expenses:

Year Ended December 31,2025 compared to 20242024 compared to 2023
(dollars in thousands)202520242023Increase (Decrease)Increase (Decrease)
BaaS loan expense$129,086$118,536$79,748$10,550$38,788
BaaS fraud expense8,0149,8347,165(1,820)2,669
Total BaaS loan and fraud expense$137,100$128,370$86,913$8,730$41,457

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 new states, which increases the overall tax rate used in calculating the provision for income taxes in the current and future periods.

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act, (the "Act") into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. The Act also made certain changes to the deductibility of the cost of meals and charitable contributions that are effective for tax years beginning after December 31, 2025. The Company is taking advantage of the immediate deductibility of R&D expenditures, which has positively impacted the tax provision and resulted in a deferred tax liability as of December 31, 2025.

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Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. For the year ended December 31, 2025, income tax expense totaled $14.3 million, compared to $12.1 million for the year ended December 31, 2024. Our effective tax rates for the years ended December 31, 2025, and 2024, was 23.3% and 21.1%, respectively. The $2.2 million increase in income tax expense was largely due to an increase in the state income tax rate used to calculate provision for income taxes and higher net income before income taxes. The deductibility of certain equity awards also impacts income tax expense.

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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 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). We also have a loan production office which is located in King county. The CCBX segment provides banking as a service (“BaaS”) that allows our digital financial service partners to offer their customers banking services. The CCBX segment had 28 relationships, at varying stages, including one signed letter of intent as of December 31, 2025. 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 previously 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, 2025December 31, 2024
(dollars in thousands)Community BankCCBXTreasury & AdministrationConsolidatedCommunity BankCCBXTreasury & AdministrationConsolidated
Assets
Cash and due from banks$4,243$750$731,977$736,970$4,510$10,894$437,109$452,513
Intrabank asset$$633,600$(633,600)$$$411,768$(411,768)$
Securities48,24748,24747,32147,321
Loans held for sale71,21671,21620,60020,600
Total loans receivable1,941,9791,807,5523,749,5311,882,9881,603,5773,486,565
Allowance for credit losses(18,231)(151,299)(169,530)(18,924)(158,070)(176,994)
All other assets29,809235,13740,057305,00328,272211,03951,892291,203
Total assets$1,957,800$2,596,956$186,681$4,741,437$1,896,846$2,099,808$124,554$4,121,208
Liabilities
Total deposits$1,586,359$2,557,840$$4,144,199$1,521,244$2,064,088$$3,585,332
Total borrowings48,03648,03647,88447,884
Intrabank liability$366,216$$(366,216)$$367,540$$(367,540)$
All other liabilities5,22539,11613,90258,2438,06235,7205,50649,288
Total liabilities$1,957,800$2,596,956$(304,278)$4,250,478$1,896,846$2,099,808$(314,150)$3,682,504

Community Bank

Community bank total assets as of December 31, 2025 increased $61.0 million, or 3.2%, to $1.96 billion, compared to $1.90 billion as of December 31, 2024. Loans receivable net of deferred fees for the community bank segment increased $59.0 million, or 3.1%, to $1.94 billion as of December 31, 2025, compared to $1.88 billion as of December 31, 2024. The increase in community bank loans receivable is the result of loan growth and normal balance fluctuations. Total community bank deposits increased $65.1 million, or 4.28%, as of December 31, 2025, compared to $1.52 billion as of December 31, 2024. Our cost of deposits for the community bank was 1.71% for the year ended December 31, 2025.

CCBX

CCBX total assets as of December 31, 2025 increased $497.1 million, or 23.7%, to $2.60 billion, compared to $2.10 billion as of December 31, 2024. During the year ended December 31, 2025, $6.69 billion in CCBX loans were transferred to loans held for sale, with $6.64 billion in loans sold and $71.2 million loans remaining in loans held for sale as of December 31, 2025 compared to $20.6 million at December 31, 2024. We continue to reposition ourselves by managing CCBX credit and concentration levels in an effort to optimize our loan portfolio earnings and generate off balance sheet fee income. We retain a portion of the fee income for our role in processing transactions on sold credit card balances. This is expected to provide an on-going and recurring revenue stream without the additional on balance sheet risk. Total CCBX loans receivable increased $204.0 million, or 12.7%, to $1.81 billion as of December 31, 2025, compared to $1.60 billion as of December 31, 2024. The increase in loans receivable is the result of increased activity with CCBX partners, net of $6.64 billion in loan sales. As a result of an increase in the difference of average

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deposits compared to average loans the intrabank asset increased $221.8 million to $633.6 million as of December 31, 2025, compared to $411.8 million as of December 31, 2024. CCBX allowance for credit losses decreased to $151.3 million as of December 31, 2025, compared to $158.1 million as of December 31, 2024. The decrease in the allowance is due to an improvement in the performance of the CCBX portfolio and our focus on originating higher quality CCBX loans resulting in lower historical loss factors. As we continue to originate higher quality loans, these become a greater proportion of the CCBX portfolio, resulting in an improvement in expected losses and a reduced allowance. CCBX partner agreements provide for credit enhancements that cover $192.2 million, or 97.7%, of the charge-offs on CCBX loans for the year ended December 31, 2025. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. Total CCBX deposits increased $493.8 million, or 23.9%, to $2.56 billion, compared to $2.06 billion as of December 31, 2024, primarily as a result of growth within the CCBX relationships and new partnerships. This does not include an additional $843.6 million in CCBX deposits that were transferred off balance sheet to provide for increased FDIC insurance coverage to certain customers, compared to $273.2 million as of December 31, 2024.

Treasury & administration total assets as of December 31, 2025 increased $62.1 million, or 49.9%, to $186.7 million, compared to $124.6 million as of December 31, 2024, primarily due to an increase in cash and due from banks. Total securities increased $926,000, or 2.0%, to $48.2 million as of December 31, 2025, compared to $47.3 million as of December 31, 2024, due to the purchase of CRA securities, partially offset by principal repayments on securities. Total borrowings were $48.0 million as of both December 31, 2025 and December 31, 2024.

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The following table presents summary financial information for each segment for the periods indicated.

Year Ended
December 31, 2025December 31, 2024December 31, 2023
(dollars in thousands)Community BankCCBXTreasury & AdminTotalCommunity BankCCBXTreasury & AdminTotalCommunity BankCCBXTreasury & AdminTotal
INTEREST INCOME AND EXPENSE
Interest income$122,956$274,608$32,053$429,617$123,735$248,286$24,756$396,777$106,983$197,306$18,930$323,219
Interest (expense) income intrabank transfer(13,788)26,673(12,885)(21,265)30,221(8,956)(10,404)19,071(8,667)
Interest expense26,80590,1092,638119,55226,89794,0352,817123,74917,35471,6462,64491,644
Net interest income82,363211,17216,530310,06575,573184,47212,983273,02879,225144,7317,619231,575
Provision for credit losses(504)193,135192,631(1,373)278,980277,6071,111182,881183,992
Net interest income (expense) after provision (recapture) for credit losses82,86718,03716,530117,43476,946(94,508)12,983(4,579)78,114(38,150)7,61947,583
NONINTEREST INCOME
Service charges and fees3,494643,5583,691473,7383,810443,854
Other income6031,2061,0832,892751768921,7191,1654335012,099
BaaS program income29,49129,49120,07520,07513,24013,240
BaaS indemnification income195,667195,667282,673282,673184,929184,929
Noninterest income4,097226,4281,083231,6084,442302,871892308,2054,975198,646501204,122

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Year Ended
December 31, 2025December 31, 2024December 31, 2023
(dollars in thousands)Community BankCCBXTreasury & AdminTotalCommunity BankCCBXTreasury & AdminTotalCommunity BankCCBXTreasury & AdminTotal
NONINTEREST EXPENSE
Salaries and employee benefits30,73435,72719,31385,77424,43228,90916,58669,92724,10425,15917,19866,461
Occupancy3,2854063013,9923,4013332023,9363,7413211104,172
Data processing and software licenses6,09214,1173,30623,5154,7594,0296,68215,4704,5952,3212,4339,349
Legal and professional expenses1,3649,1419,74920,254998,9046,50315,5061,5809,6453,57814,803
Other expense6,3956,9173,85017,1623,8454,7274,52813,1003,9543,7595,16112,874
BaaS loan expense129,086129,086118,536118,53679,74879,748
BaaS fraud expense8,0148,0149,8349,8347,1657,165
Total noninterest expense47,870203,40836,519287,79736,536175,27234,501246,30937,974128,11828,480194,572
Net income before income taxes$39,094$41,057$(18,906)$61,245$44,852$33,091$(20,626)$57,317$45,115$32,378$(20,360)$57,133
Income taxes7,93510,749(4,432)14,2528,8707,999(4,771)12,0989,9137,116(4,475)12,554
Net income (loss)31,15930,308(14,474)46,99335,98225,092(15,855)45,21935,20225,262(15,885)44,579

Community Bank

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. Net interest income for the community bank was $82.4 million for the year ended December 31, 2025, an increase of $6.8 million, or 9.0%, compared to $75.6 million for the year ended December 31, 2024. The increase in net interest income is due to lower interest expense, due largely to lower interest rates, on the intrabank transfer. As a result of the community bank having higher average loans than deposits for the year ended December 31, 2025 compared to the year ended December 31, 2024, an intrabank interest expense for the community bank of $13.8 million was recorded for the year ended December 31, 2025, compared to intrabank interest expense of $21.3 million for the year ended December 31, 2024. This was partially offset by lower interest income on loans due to a change in loan mix. There was a provision recapture for credit losses for the community bank of $504,000 for the year ended December 31, 2025, compared to a provision recapture for credit losses of $1.4 million for the year ended December 31, 2024. Net charge-offs to average loans for the community bank segment have remained consistently low and was 0.00% and 0.03% for the year ended December 31, 2025 and December 31, 2024, respectively. Noninterest income for the community bank was $4.1 million for the year ended December 31, 2025, a decrease of $345,000, or 7.8%, compared to $4.4 million for the year ended December 31, 2024. Loan referral fees decreased $168,000 for the year ended December 31, 2025 compared to the year ended December 31, 2024. The recognition of loan referral fees fluctuates in response to market conditions and as 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 $11.3 million, or 31.0%, to $47.9 million as of December 31, 2025, compared to $36.5 million as of December 31, 2024. The increase in noninterest expense is largely due to higher salaries and employee benefits, data processing and software licenses and legal and

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professional expenses all of which are related to the growth of Company and investments in technology and risk management. We continue to invest in our infrastructure and the automation of our processes so that they are scalable.

CCBX

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. Net interest income for CCBX was $211.2 million for the year ended December 31, 2025, an increase of $26.7 million, or 14.5%, compared to $184.5 million for the year ended December 31, 2024. The increase in net interest income is due to loan growth from active CCBX relationships. During the year ended December 31, 2025, we sold $6.64 billion in CCBX loans as part of our strategy to optimize our CCBX portfolio, manage growth, credit quality, portfolio and partner limits. We are retaining a portion of the transaction processing fee income on sold credit card receivables which provides ongoing and recurring income without balance sheet risk. As a result of having higher average deposits than loans, but lower interest rates, for the year ended December 31, 2025 compared to the year ended December 31, 2024 intrabank interest income for CCBX was $26.7 million for the year ended December 31, 2025, compared to $30.2 million for the year ended December 31, 2024. Provision for credit losses was $193.1 million for the year ended December 31, 2025, compared to $279.0 million for the year ended December 31, 2024. The decrease in the provision is due to a change in loan mix and an improvement in the performance of the CCBX portfolio and our focus on originating higher quality CCBX loans resulting in lower historical loss factors. As we continue to originate higher quality loans, these become a greater proportion of the CCBX portfolio, resulting in an improvement in expected losses and lower provision expense. Noninterest income for CCBX was $226.4 million for the year ended December 31, 2025, a decrease of $76.4 million, or 25.2%, compared to $302.9 million for the year ended December 31, 2024, due to a decrease of $85.2 million in BaaS credit enhancements related to the allowance for credit losses and a $1.8 million decrease in BaaS fraud enhancements, partially offset by a $9.4 million increase in total BaaS program income, which was the result of increased activity with our CCBX partners. Noninterest expenses for CCBX increased $28.1 million, or 16.1%, to $203.4 million for the year ended December 31, 2025, compared to $175.3 million for the year ended December 31, 2024. The increase in noninterest expense is largely due to growth from active CCBX relationships resulting in an increase in BaaS loan expense and increased salaries and benefits, data processing and software licenses and legal and professional expenses all of which are related to the growth of Company and investments in technology and risk management, for the year ended December 31, 2025, compared to the year ended December 31, 2024. For more information on the accounting for BaaS income and expenses see the section titled “CCBX – BaaS Reporting Information.”

Treasury & Administration

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024. Net interest income for treasury & administration was $16.5 million for the year ended December 31, 2025, an increase of $3.5 million, or 27.3%, compared to $13.0 million for the year ended December 31, 2024, as a result of increased balances on interest earning assets. Noninterest income increased $191,000, or 21.4%, to $1.1 million for the year ended December 31, 2025, compared to $892,000 for the year ended December 31, 2024. Noninterest expense increased $2.0 million, or 5.8%, to $36.5 million for the year ended December 31, 2025, compared to $34.5 million for the year ended December 31, 2024, largely as a result of increased salaries and employee benefits and legal and professional expenses as a result of growth of the Company and investments in risk management. Data processing and software expenses decreased $3.4 million compared to the year ended December 31, 2024 as more of these expenses have been directly expensed to the other segments.

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Financial Condition

Our total assets increased $620.2 million, or 15.0%, to $4.74 billion at December 31, 2025 from $4.12 billion at December 31, 2024. The increase is primarily comprised of a $263.0 million increase in loans receivable and a $286.7 million increase in interest earning deposits with other banks.

Loans Held For Sale

During the year ended December 31, 2025, $6.69 billion in CCBX loans were transferred to loans held for sale, with $6.64 billion in loans sold, $5.14 billion of which is new activity on previously sold credit card receivables. As of December 31, 2025 there were $71.2 million in loans held for sale and $20.6 million as of December 31, 2024. We will continue to sell loans back to the originating partner as part of our strategy to optimize our CCBX portfolio, manage growth, credit quality, portfolio and partner limits. Additionally, we retain a portion of the fee income for our role in processing new transactions on previously sold credit card receivables, which continues to grow and is expected to provide increased and on-going revenue with no on-balance sheet risk or capital requirement.

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 primarily 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, 2025, loans receivable totaled $3.75 billion, an increase of $263.0 million, or 7.5%, compared to December 31, 2024. Total loans receivable is net of $7.3 million in net deferred origination fees. The increase includes CCBX loan growth of $204.0 million, or 12.7%, and community bank loan growth of $59.7 million, or 3.2%.

Loans as a percentage of deposits were 92.2% as of December 31, 2025, compared to 97.8% as of December 31, 2024. We remain 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,
20252024
(dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
Capital call lines$210,4805.6%$109,0173.1%
All other commercial & industrial loans243,6056.5184,3565.3
Total commercial and industrial loans454,08512.1293,3738.4
Real estate loans:
Construction, land and land development222,0755.9148,1984.2
Residential real estate466,35212.4469,77113.4
Commercial real estate1,285,85634.21,374,80139.4
Consumer and other loans1,328,46135.41,206,87634.6
Gross loans receivable3,756,829100.0%3,493,019100.0%
Net deferred origination fees(7,298)(6,454)
Loans receivable$3,749,531$3,486,565
Loan Yield11.00%11.20%

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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, 2025December 31, 2024
(dollars in thousands)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Commercial and industrial loans$224,43911.5%$150,3958.0%
Real estate loans:
Construction, land and land development loans222,07511.4148,1987.8
Residential real estate loans202,29310.4202,06410.7
Commercial real estate loans1,285,85666.01,374,80172.8
Consumer and other loans:
Other consumer and other loans14,0720.713,5420.7
Gross community bank loans receivable1,948,735100.0%1,889,000100.0%
Net deferred origination fees(6,756)(6,012)
Loans receivable$1,941,979$1,882,988
Loan Yield6.52%6.54%
CCBXAs of
December 31, 2025December 31, 2024
(dollars in thousands)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Capital call lines$210,48011.6%$109,0176.8%
All other commercial & industrial loans19,1661.133,9612.1
Real estate loans:
Residential real estate loans264,05914.6267,70716.7
Consumer and other loans:
Credit cards622,68134.4528,55433.0
Other consumer and other loans691,70838.3664,78041.4
Gross CCBX loans receivable1,808,094100.0%1,604,019100.0%
Net deferred origination fees(542)(442)
Loans receivable$1,807,552$1,603,577
Loan Yield (1)15.87%17.39%

(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. Commercial and industrial loans increased $160.7 million, or 54.8%, to $454.1 million as of December 31, 2025, from $293.4 million as of December 31, 2024. The increase in commercial and industrial loans receivable over December 31, 2024 was due to an increase of $101.5 million in capital call lines combined with a $59.2 million increase in other commercial and industrial loans.

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 income. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable, inventory or equipment, and we generally obtain personal guarantees on these loans. Commercial and

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industrial loans included $92.0 million and $48.6 million in loans to financial institutions as of December 31, 2025, and December 31, 2024, respectively.

Included in the commercial and industrial loan balance is $210.5 million and $109.0 million in capital call lines resulting from relationships with our CCBX partners as of December 31, 2025 and December 31, 2024, respectively, and $19.2 million and $34.0 million in CCBX other commercial loans as of December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025 there was $224.4 million in community bank commercial and industrial loans compared to $150.4 million at December 31, 2024.

Construction, Land and Land Development Loans. Construction, land and land development loans increased $73.9 million, or 49.9%, to $222.1 million as of December 31, 2025, from $148.2 million as of December 31, 2024. The increase is attributed to some new construction and development projects.

Unfunded loan commitments for construction, land and land development loans were $98.2 million at December 31, 2025, compared to $47.8 million at December 31, 2024. Although we have seen a strong commercial and residential real estate market in the Puget Sound region in 2025, the macro economic environment is continuously changing, primarily due to the pace of economic growth, inflation, changing interest rates, global trade tensions, tariffs, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters, and trade issues that have resulted in 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. As of December 31, 2025, construction, land and land development loans included $124.9 million in commercial construction loans, $39.1 million in other construction, land and land development loans, $37.4 million in residential construction loans and $20.7 million in undeveloped land loans, compared to $83.2 million in commercial construction loans, $40.9 million in residential construction loans and $15.4 million in other construction, land and land development loans and $8.7 million in undeveloped land loans as of December 31, 2024.

Residential Real Estate Loans. Our one-to-four family residential real estate loans decreased $3.4 million, or 0.7%, to $466.4 million as of December 31, 2025, from $469.8 million as of December 31, 2024 due to a decrease of $3.6 million in CCBX loans partially offset by an increase of $229,000 in community bank loans.

As of December 31, 2025, there were $264.1 million in CCBX home equity loans included in residential real estate, compared to $267.7 million at December 31, 2024. These are first, second, and third lien residential loans and require 18 months of home ownership for non-owner occupied. Term lengths are up to 30 years and lines range from $5,000 to $400,000. We sold $927.1 million in CCBX residential real estate loans during the year ended December 31, 2025.

In the past, we have purchased residential mortgages originated through other financial institutions to hold for investment for purposes of diversifying our residential mortgage loan portfolio, meeting certain regulatory requirements and increasing our interest income. We last purchased residential mortgage loans in 2018. As of December 31, 2025 and December 31, 2024, we held $4.4 million, in purchased residential real estate mortgage loans. These 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.

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.

Commercial Real Estate Loans. Commercial real estate loans decreased $88.9 million, or 6.5%, to $1.29 billion as of December 31, 2025, from $1.37 billion as of December 31, 2024.

These increases, which occurred across the various segments of our portfolio, were due to our commitment to continue growing the portfolio in the Puget Sound region. We actively seek commercial real estate loans in our markets and our lenders are experienced in competing for these loans and managing these relationships.

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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, hotels and motels, low rise 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, 2025, approximately 32.1% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 34.2% of our loan portfolio at December 31, 2025 and are a large source of revenue. As of December 31, 2025, we held $15.5 million in purchased commercial real estate loans, compared to $20.1 million at December 31, 2024. 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 $121.7 million, or 10.1%, to $1.33 billion, from $1.21 billion as of December 31, 2024, as a result of growth in CCBX loans originated through our partners. We sold $5.27 billion in CCBX credit cards loans and $281.8 million in CCBX consumer and other loans during the year ended December 31, 2025. We expect that we will continue to sell CCBX loans as part of our on-going strategy to manage the loan portfolio and credit quality. New loans are being booked with enhanced credit standards, which typically results in a lower interest rate than some of the higher risk loans that have paid off or that we have chosen to sell.

CCBX consumer loans totaled $1.31 billion as of December 31, 2025, compared to $1.19 billion at December 31, 2024. CCBX consumer loans include cash secured and unsecured consumer loans, loan products designed to help consumers build credit, lines of credit, credit cards, other loans and overdrafts. Consumer credit cards are open-ended and have interest rates ranging from a promotional rate of 0.00% to the maximum rate allowable by state. For short-term consumer loans, both secured and unsecured options are available and typically have fully-amortizing terms ranging from two months to six years. Interest rates can be fixed or variable up to the maximum allowable rate by state.

Our community bank consumer and other loans totaled $14.1 million as of December 31, 2025, compared to $13.5 million at December 31, 2024 and are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

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 table:

As of December 31, 2025
(dollars in thousands)Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue After Fifteen YearsGross Loans
Commercial and industrial loans:
Capital call lines$210,230$250$$$210,480
All other commercial and industrial loans54,49698,23390,876243,605
Real estate loans:
Construction, land and land development loans119,13468,73834,203222,075
Residential real estate loans56,648296,83667,25845,610466,352
Commercial real estate loans97,657431,442681,02975,7281,285,856
Consumer and other loans169,5941,103,97153,6241,2721,328,461
Total$707,759$1,999,470$926,990$122,610$3,756,829

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The following table sets forth all loans at December 31, 2025, that are due after December 31, 2026, and have either fixed interest rates or floating or adjustable interest rates:

(dollars in thousands)Fixed RatesFloating or AdjustableRatesTotal
Commercial and industrial loans:
Capital call lines$$250$250
All other commercial and industrial loans90,39998,710189,109
Real estate loans:
Construction, land and land development loans13,21989,722102,941
Residential real estate loans41,327368,377409,704
Commercial real estate loans330,943857,2561,188,199
Consumer and other loans579,540579,3271,158,867
Total$1,055,428$1,993,642$3,049,070

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 $3.76 billion in outstanding loan balances. When combined with $2.31 billion in unused commitments the total of these categories is $6.06 billion. However, total exposure on CCBX loans is subject to portfolio and partner maximum limits and adjusted for those limits, unused commitments are limited to $560.8 million. 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, 2025:

(dollars in thousands)Outstanding BalanceAvailable Loan CommitmentsTotal Outstanding Balance & Available Commitments% of Total Loans(Outstanding Balance & Available Commitments)Average Loan BalanceNumber of Loans
Community bank commercial real estate loans
Apartments$366,509$5,691$372,2006.1%$3,89994
Hotel/Motel161,1051,454162,5592.76,71324
Convenience Store135,9813,345139,3262.32,22961
Office85,2373,52288,7591.599186
Retail100,036851100,8871.71,03197
Warehouse100,956247101,2031.71,83655
Mixed use87,7046,59194,2951.61,02086
Mini Storage79,82730380,1301.33,99120
Strip Mall43,02943,0290.76,1477
Manufacturing32,3531,19533,5480.61,29425
Groups 0.60% of total93,1194,90998,0281.51,22576
Total$1,285,856$28,108$1,313,96421.7%$2,038631

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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 $800.

The following table summarizes our exposure by category for our consumer and other loan portfolio as of December 31, 2025:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitments (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitments)Average Loan BalanceNumber of Loans
CCBX consumer loans
Installment loans$664,839$45,115$709,954$1,740,81311.7%$0.8864,638
Credit cards622,681819,4951,442,176900,00023.81.4435,236
Lines of credit10,0279,63519,662478,5980.30.189,736
Other loans16,84216,842n/a0.30.1252,381
Community bank consumer loans
Lines of credit140409549n/a0.04.531
Installment loans3,01043,014n/a0.0111.527
Other loans10,92213,13924,061n/a0.428.6382
Total$1,328,461$887,797$2,216,258$3,119,41136.5%$0.81,642,431

(1) Total exposure on CCBX loans is subject to portfolio maximum limits.

The following table summarizes our exposure by category for our residential real estate portfolio as of December 31, 2025:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitments (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitments)Average Loan BalanceNumber of Loans
CCBX residential real estate loans
Home equity lines of credit$264,059$631,973$896,032$400,00014.8%$2510,451
Community bank residential real estate loans
Closed end, secured by first liens164,351529164,880n/a2.7293293
Home equity lines of credit28,29450,30278,596n/a1.3257257
Closed end, second liens9,6481,68111,329n/a0.22828
Total$466,352$684,485$1,150,837$400,00019.0%$4211,029

(1) Total exposure on CCBX loans is subject to portfolio maximum limits.

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The following table summarizes our concentration by industry for our commercial and industrial loan portfolio as of December 31, 2025:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitments (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitments)Average Loan BalanceNumber of Loans
CCBX C&I loans
Capital call lines$210,480$519,135$729,615$350,00012.0%$1,697124
Retail and other loans19,16623,85943,025515,5890.782,490
Community bank C&I loans
Construction/Contractor services31,19631,72862,924n/a1.1173180
Financial institutions92,01792,017n/a1.54,18322
Medical / Dental / Other care4,8557605,615n/a0.148610
Manufacturing4,4354,1138,548n/a0.112037
Maintenance and repair7,7512788,029n/a0.164612
Groups 0.10% of total84,18529,543113,728n/a1.9390216
Total$454,085$609,416$1,063,501$865,58917.5%$1473,091

(1) Total exposure on CCBX loans is subject to portfolio maximum limits.

The following table details our concentration by category for our construction, land and land development loan portfolio as of December 31, 2025:

(dollars in thousands)Outstanding BalanceAvailable Loan CommitmentsTotal Outstanding Balance & Available Commitments% of Total Loans(Outstanding Balance & Available Commitments)Average Loan BalanceNumber of Loans
Community bank construction, land and land development loans
Commercial construction$124,894$50,467$175,3612.9%$8,32615
Residential construction37,39539,67677,0711.31,55824
Undeveloped land loans20,70420,7040.41,38015
Developed land loans20,55942020,9790.31,28516
Land development18,5237,67526,1980.42,0589
Total$222,075$98,238$320,3135.3%$2,81179

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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 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. Additionally, some CCBX partners have instituted a collection practice that places certain loans on nonaccrual status to improve collectability. As of December 31, 2025, $20.3 million in CCBX nonaccrual loans were less than 90 days past due.

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 lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have 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 $64.1 million in nonperforming assets as of December 31, 2025, compared to $62.7 million as of December 31, 2024. This includes $33.1 million in CCBX loans more than 90 days past due and still accruing interest as of December 31, 2025, compared to $43.1 million at December 31, 2024. All of our nonperforming assets were nonperforming loans as of December 31, 2025 and December 31, 2024. Our accruing loans past due 90 days or more decreased $9.9 million and was partially offset by an increase of $5.0 million in CCBX nonaccrual loans primarily as a result of a new collection practice employed by certain CCBX partners that places specific loans on nonaccrual status to enhance collectability, $20.3 million of these loans are less than 90 days past due as of December 31, 2025. Additionally, there was an increase in community bank nonaccrual loans of $6.4 million during the year ended December 31, 2025. Our nonperforming loans to loans receivable ratio was 1.71% at December 31, 2025, compared to 1.80% at December 31, 2024.

Our community bank credit quality remains strong, as demonstrated by the low level of community bank nonperforming loans to total loans receivable of 0.17% as of December 31, 2025. 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 180 days past due for revolving loans (primarily credit cards). CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio.

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

(dollars in thousands)December 31, 2025December 31, 2024
Nonaccrual loans:
Commercial and industrial loans$2,278$334
Real estate loans:
Residential real estate38
Commercial real estate4,344
Consumer and other loans:
Credit cards21,43310,262
Other consumer and other loans2,8758,967
Total nonaccrual loans30,96819,563
Accruing loans past due 90 days or more:
Commercial & industrial loans6541,006
Real estate loans:
Residential real estate loans1,9612,608
Consumer and other loans:
Credit cards22,53634,490
Other consumer and other loans7,9934,989
Total accruing loans past due 90 days or more33,14443,093
Total nonperforming loans64,11262,656
Real estate owned
Repossessed assets
Total nonperforming assets$64,112$62,656
Total nonaccrual loans to loans receivable0.83%0.56%
Total nonperforming loans to loans receivable1.71%1.80%
Total nonperforming assets to total assets1.35%1.52%

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The following tables detail the community bank and CCBX nonperforming assets which are included in the total nonperforming assets table above.

Community BankAs of
(dollars in thousands)December 31, 2025December 31, 2024
Nonaccrual loans:
Commercial and industrial loans$2,151$100
Real estate:
Residential real estate38
Commercial real estate4,344
Total nonaccrual loans6,533100
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more
Total nonperforming loans6,533100
Other real estate owned
Repossessed assets
Total nonperforming assets$6,533$100
Total nonperforming community bank loans to total loans receivable0.17%%
CCBXAs of
(dollars in thousands)December 31, 2025December 31, 2024
Nonaccrual loans:
Commercial and industrial loans:
All other commercial & industrial loans$127$234
Consumer and other loans:
Credit cards$21,433$10,262
Other consumer and other loans2,8758,967
Total nonaccrual loans24,43519,463
Accruing loans past due 90 days or more:
Commercial & industrial loans6541,006
Real estate loans:
Residential real estate loans1,9612,608
Consumer and other loans:
Credit cards22,53634,490
Other consumer and other loans7,9934,989
Total accruing loans past due 90 days or more33,14443,093
Total nonperforming loans57,57962,556
Other real estate owned
Repossessed assets
Total nonperforming assets$57,579$62,556
Total nonperforming CCBX loans to total loans receivable1.54%1.79%

As of December 31, 2025, $55.7 million of the $57.6 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

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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 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 nonaccrual 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, 2025, the allowance for credit losses totaled $169.5 million, or 4.52% of total loans. As of December 31, 2024, the allowance for credit losses totaled $177.0 million, or 5.08% of total loans.

The decrease in the Company’s allowance for credit losses for the year ended December 31, 2025 compared to December 31, 2024, is largely related to improved credit quality decreasing the provision for CCBX loans. During the year ended December 31, 2025, a $193.1 million provision for credit losses was recorded for CCBX loans. The decrease in the allowance is due to a change in loan mix, an improvement in the performance of the CCBX portfolio and our focus on originating higher quality CCBX loans resulting in lower historical and future projected loss factors. As we continue to originate higher quality loans, these higher quality loans become a greater proportion of the CCBX portfolio, resulting in a decrease in expected losses and a reduced allowance. In general, 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. The factors used in management’s analysis for community bank credit losses indicated that a provision recapture for credit losses - loans of $504,000 was needed for the year ended December 31, 2025, largely due to a change in the mix of community bank loans and updated prepayment speeds, offset by a slight increase in economic uncertainty. The macro economic environment is continuously changing, primarily due to the pace of economic growth, inflation, changing interest rates, global trade tensions, tariffs, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters, and trade issues that have resulted in 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 credit losses.

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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, 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 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.

The credit enhancement asset is an amount due from CCBX partners related to losses in the loan portfolio. It is determined by the provision for credit and other losses, such as fraud, and increases due to credit loss recoveries, which is ultimately reduced as partners reimburse for incurred losses. Identified below is the portion of incurred losses that are pending settlement with partners as of each period indicated. The CCBX provision for credit losses and CCBX net-charge-offs include partner accounts that are not covered by credit enhancement, therefore those items are included on a separate line item to reflect the exclusion from the credit enhancement asset. At December 31, 2025 the Company was responsible for credit losses on approximately 5% of a $321.3 million CCBX loan portfolio and represented $22.1 million in loans. The table below shows the activity in the credit enhancement asset for the periods indicated:

As of or for the Year Ended December 31,
(dollars in thousands)20252024
Credit enhancement at beginning of period181,890112,894
CECL Day 1 Adjustment
CCBX Provision for credit losses - loans190,035277,793
CCBX Provision for credit losses - unfunded commitments2,4841,187
Credit losses settled with partner during period(217,132)(228,537)
Credit recoveries settled with partner during period20,32613,027
Net change in pending partner settlements(827)5,998
Net (provision) charge-offs without credit enhancement881(472)
Credit enhancement at end of period177,657181,890

Many CCBX partners also pledge a cash reserve account at the Bank as collateral for loss exposure which the Bank can collect from when losses occur that is then replenished by the partner on a regular interval. Credit losses and recoveries typically flow through the cash reserve account. These cash reserve accounts are included in total deposits on the balance sheet. 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 obligation then the Bank would be exposed to additional loan and deposit losses if the cash flows on the loans were not sufficient to fund the reimbursement of loan losses, as a result of this counterparty risk. If a CCBX partner does not replenish their cash reserve account the Bank may consider an alternative plan for funding the cash reserve, such as adjusting the funding amounts or timelines to better align with the partner's specific situation. If a mutually agreeable funding plan is not achieved then the Bank could declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would evaluate any remaining credit enhancement asset from the CCBX partner in the event the partner failed to fulfill its obligations and would determine if a write-off is appropriate. If a write-off occurs, the Bank would retain the full yield and any fee income on the loan portfolio going forward, and our BaaS loan expense would decrease once default occurs and payments to the CCBX partner are stopped.

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The following tables present, as of and for the periods indicated, net charge-off information by segment:

Year Ended
December 31, 2025December 31, 2024
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$57$217,132$217,189$554$228,537$229,091
Gross recoveries(30)(20,326)(20,356)(14)(13,027)(13,041)
Net charge-offs$27$196,806$196,833$540$215,510$216,050
Net charge-offs to average loans0.00%11.38%5.45%0.03%15.10%6.51%
% of CCBX net charge-offs covered by credit enhancement97.7%97.4%
Year Ended
December 31, 2023
(dollars in thousands)Community BankCCBXTotal
Gross charge-offs$64$151,933$151,997
Gross recoveries(12)(7,442)(7,454)
Net charge-offs$52$144,491$144,543
Net charge-offs to average loans0.00%11.94%4.92%
% of CCBX net charge-offs covered by credit enhancement97.5%

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The following tables present, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:

As of or for the Year Ended December 31,
(dollars in thousands)202520242023
Allowance at beginning of period$176,994$117,381$74,029
Impact of adopting CECL (ASC 326)3,852
Provision for credit losses189,369275,663184,043
Charge-offs:
Commercial and industrial loans6,82315,5566,651
Residential real estate4,9365,0064,641
Commercial real estate264
Consumer and other205,430208,265140,705
Total charge-offs217,189229,091151,997
Recoveries:
Commercial and industrial loans9921,10822
Residential real estate10184
Commercial real estate4
Consumer and other19,25911,9257,428
Total recoveries20,35613,0417,454
Net charge-offs196,833216,050144,543
Allowance at end of period$169,530$176,994$117,381
Allowance for credit losses to nonaccrual loans547.44%904.74%1604.66%
Allowance to nonperforming loans264.43%282.49%218.02%
Allowance to loans receivable4.52%5.08%3.88%

The allowance for credit losses to nonaccrual loans ratio decreased as of December 31, 2025, compared to December 31, 2024, primarily as a result of an increase in nonaccrual loans of $11.4 million, largely due to an increase in CCBX nonaccrual loans as a result of a new collection practice that certain CCBX partners employ that places specific loans on nonaccrual status to enhance collectability, combined with a $6.4 million increase in nonaccrual community bank loans. The allowance for credit losses decreased $7.5 million as of December 31, 2025 compared to December 31, 2024 largely due to a change in loan mix, an improvement in the performance of the CCBX portfolio and our focus on originating higher quality CCBX loans resulting in lower historical and future projected loss factors. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by indemnifying or reimbursing incurred losses. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. Net charge-offs on CCBX loans for the year ended December 31, 2025 that were covered by credit enhancements were $192.2 million. At December 31, 2025, the allowance for credit losses for CCBX loans totaled $151.3 million, compared to $158.1 million at December 31, 2024.

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The following table presents the loans receivable and allowance for credit losses by segment for the period indicated:

As of December 31, 2025As of December 31, 2024
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Loans receivable$1,941,979$1,807,552$3,749,531$1,882,988$1,603,577$3,486,565
Allowance for credit losses(18,231)(151,299)(169,530)$(18,924)$(158,070)(176,994)
Allowance for credit losses to total loans receivable0.94%8.37%4.52%1.00%9.86%5.08%

Although we believe that we have established our allowance for credit losses in accordance with GAAP and that the allowance for credit losses was adequate to provide for expected losses in the portfolio at all times shown above, future provisions for credit losses will be subject to ongoing evaluations of the risks in our loan portfolio. We continue to have a low level of community bank charge-offs and nonperforming loans, however, The macro economic environment is continuously changing, primarily due to the pace of economic growth, inflation, changing interest rates, global trade tensions, tariffs, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters, and trade issues that have resulted in economic uncertainty. If economic conditions worsen then Washington state and Puget Sound region may experience a more severe economic downturn, and our asset quality could deteriorate, which may require material additional provisions for credit losses.

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit 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,
20252024
(dollars in thousands)Allowance Allocated to Loan PortfolioLoan Category as a % of Total LoansAllowance Allocated to Loan PortfolioLoan Category as a % of Total Loans
Commercial and industrial loans$8,75712.1%$11,0518.4%
Real estate loans:
Construction, land and land development loans6,5805.93,4394.2
Residential real estate loans11,10012.412,25013.4
Commercial real estate loans5,49634.28,45639.4
Consumer and other loans137,59735.4141,79834.6
Total allowance for credit losses$169,530$176,994

Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledged for public deposits, for CRA purposes or other business purposes. At December 31, 2025, our securities portfolio was invested in U.S. Agency collateralized mortgage obligations and U.S. Agency residential mortgage-backed securities for Community Reinvestment Act ("CRA") purposes. 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, 2025, our loan-to-deposit ratio was 92.2%, due primarily to our growth in both loans and deposits. When our securities portfolio represents less than 5% of assets we focus on liquid securities. To the extent our securities represent more than 5% of assets, absent an immediate need for liquidity, we may invest excess funds to provide a higher return.

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As of December 31, 2025, the amortized cost of our investment securities totaled $48.2 million, an increase of $925,000, or 2.0%, compared to $47.3 million as of December 31, 2024. The increase in the securities portfolio was due to the purchase of CRA securities partially offset by principal paydowns during the year ended December 31, 2025.

Our investment portfolio consists of only $29,000 in securities classified as available-for-sale ("AFS") and $48.2 million in held-to-maturity securities for CRA purposes. The carrying values of our investment securities classified as AFS 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, 2025 our AFS portfolio had an unrealized loss of $1,000 compared to an unrealized loss of $2,000 as of December 31, 2024.

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,
20252024
(dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
Securities available-for-sale:
U.S. Agency collateralized mortgage obligations$30$29$37$35
Total available-for-sale securities30293735
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities48,21848,71347,28646,705
Total held-to-maturity securities48,21848,71347,28646,705
Total investment securities$48,248$48,742$47,323$46,740

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, 2025, we did not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, or second lien elements in our investment portfolio.

As of December 31, 2025 and 2024, 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 $9.2 million as of December 31, 2025 and $7.3 million as of December 31, 2024 The increase was attributable to 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.

•The Company had a $1.8 million and $2.2 million equity interest in a specialized bank technology company as of the quarters ended December 31, 2025, and December 31, 2024, respectively.

•The Company had a $350,000 equity interest in a technology company as of the quarters ended December 31, 2025, and December 31, 2024.

•The Company had a $42,000 and $47,000 equity interest in a technology company as of the quarters ended December 31, 2025, and December 31, 2024, respectively.

The following table shows the activity in equity investments without a readily determinable fair value for the dates shown:

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Year EndedDecember 31,
(dollars in thousands)202520242023
Carrying value, beginning of period$2,619$2,622$2,572
Purchases50
Observable price change(448)(3)
Carrying value, end of period$2,171$2,619$2,622

Additionally, the Company has invested in technology-focused funds, including those targeting innovation and adoption within the banking industry. These equity investments are held at fair value, as reported by the funds. During the year ended December 31, 2025, the Company contributed $556,000 in these funds and recognized net gains of $34,000, resulting in an equity interest of $1.5 million at December 31, 2025. The Company has committed up to $1.1 million in capital for these equity funds, however, the Company is not obligated to fund these commitments prior to a capital call.

The following table shows the activity in equity fund investments held at fair value for the dates shown:

Year EndedDecember 31,
(dollars in thousands)202520242023
Carrying value, beginning of period$910$809$456
Purchases/capital calls/capital returns, net5567275
Net change recognized in earnings3429278
Carrying value, end of period$1,500$910$809

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, 2025
More than Ten YearsTotal
(dollars in thousands)Carrying ValueWeightedAverageYieldCarrying ValueWeighted Average Yield
Securities available-for-sale:
U.S. Agency collateralized mortgage obligations$303.268%$303.268%
Total available-for-sale303.268%303.091%
Securities held to maturity:
U.S. Agency residential mortgage-backed securities48,2185.384%48,2185.384%
Total held to maturity48,2185.384%48,2185.384%
Total$48,2485.383%$48,2485.383%

Other Assets

Deferred tax assets, net was zero as we moved to a deferred tax liability, net largely due to the impact of the Act, which permits the immediate expense of R&D costs for tax purposes. Other assets decreased $6.6 million to $20.3 million as of December 31, 2025, compared to December 31, 2024.

During the year ended December 31, 2025, the Company completed a small asset acquisition that included the purchase of certain identifiable intangible assets. The transaction was accounted for as an asset acquisition. The acquired intangible asset is finite-lived and is being amortized over its estimated useful life. The carrying amount of the intangible

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asset was $4.5 million at December 31, 2025. The acquisition did not have a material impact on the Company’s consolidated financial statements.

Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, money market, savings, and time accounts as well as network 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. We rely primarily on competitive pricing policies, convenient locations, electronic delivery channels (internet and mobile), and personalized service to attract new deposits and retain existing deposits. Additionally, we offer deposit products through our CCBX segment. CCBX deposits are generally classified as interest bearing demand 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.

Total deposits as of December 31, 2025 were $4.14 billion, an increase of $558.9 million, or 15.6%, compared to $3.59 billion as of December 31, 2024. The increase in deposits was largely due to an increase of $493.8 million in CCBX deposits. Core deposits ended the quarter at $4.13 billion compared to $3.12 billion at December 31, 2024. We define core deposits as all deposits except time deposits and brokered deposits. Our cost of deposits was 1.56% for the community bank and 3.52% for CCBX for the three months ended December 31, 2025. Additionally, as of December 31, 2025 there was $843.6 million in CCBX deposits that were transferred off balance sheet for increased FDIC insurance coverage and liquidity purposes.

Included in total deposits is $2.56 billion in CCBX deposits, an increase of $493.8 million, or 23.9%, compared to $2.06 billion as of December 31, 2024. 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 demand and money market accounts.

Total noninterest bearing deposits as of December 31, 2025 were $579.6 million, an increase of $52.1 million, or 9.9%, compared to $527.5 million as of December 31, 2024. Noninterest bearing deposits represent 14.0% and 14.7% of total deposits for December 31, 2025 and December 31, 2024, respectively. Community bank noninterest bearing deposits totaled $493.0 million and $471.8 million at December 31, 2025 and December 31, 2024, respectively. CCBX noninterest bearing deposits totaled $86.6 million and $55.7 million at December 31, 2025 and December 31, 2024, respectively.

Total interest bearing balances, excluding time deposits, as of December 31, 2025 were $3.55 billion, an increase of $512.0 million, or 16.8%, compared to $3.04 billion as of December 31, 2024. The $512.0 million increase is primarily due to $507.0 million increase in CCBX interest bearing deposits combined with an increase in community bank interest bearing deposits of $49.2 million. Included in total deposits is $460.3 million in IntraFi network interest bearing demand and money market sweep accounts as of December 31, 2025, which provides our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions.

Total time deposit balances as of December 31, 2025 were $12.3 million, a decrease of $5.3 million, or 30.0%, from $17.5 million as of December 31, 2024. The decrease is largely due to our focus on core deposits and letting higher rate time deposits run off as they mature. We have seen competitors increase rates on time deposits, and have not globally matched their rates in response as we focus on growing and retaining less costly core deposits.

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

As of December 31,
20252024
(dollars in thousands)AmountPercent of TotalDepositsAmountPercent of TotalDeposits
Demand, noninterest bearing$579,61614.0%$527,52414.7%
Interest bearing demand and money market3,450,67983.22,529,08470.5
Savings101,6162.566,8261.9
Total core deposits4,131,91199.73,123,43487.1
Other deposits1444,35112.4
Time deposits less than $100,0004,4150.15,9200.2
Time deposits $100,000 and over7,8720.211,6270.3
Total$4,144,199100.0%$3,585,332100.0%
Cost of deposits2.99%3.46%

The following table presents the community bank deposits which are included in the total deposit portfolio table above:

Community BankAs of
December 31, 2025December 31, 2024
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$492,96831.1%$471,83831.0%
Interest bearing demand and money market1,024,79864.6570,62537.5
Savings56,3053.561,1164.0
Total core deposits1,574,07199.21,103,57972.5
Other deposits10.0400,11826.3
Time deposits less than $100,0004,4150.35,9200.4
Time deposits $100,000 and over7,8720.511,6270.8
Total community bank deposits$1,586,359100.0%$1,521,244100.0%
Cost of deposits1.71%1.80%

The following table presents the CCBX deposits which are included in the total deposit portfolio table above:

CCBXAs of
December 31, 2025December 31, 2024
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$86,6483.4%$55,6862.7%
Interest bearing demand and money market2,425,88194.81,958,45994.9
Savings45,3111.85,7100.3
Total core deposits2,557,840100.02,019,85597.9
Other deposits44,2332.1
Total CCBX deposits$2,557,840100.0%$2,064,088100.0%
Cost of deposits3.84%4.70%

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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:

As of December 31,
(dollars in thousands)20252024
Maturity Period:
Three months or less$2,619$3,381
Over three through six months1,1692,857
Over six through twelve months2,6013,473
Over twelve months1,4831,916
Total$7,872$11,627
Weighted average maturity (in years)0.770.73

Average deposits for the year ended December 31, 2025, were $3.91 billion, an increase of $421.4 million, or 12.1%, compared to $3.49 billion for the year ended December 31, 2024. The increase in average deposits was primarily in interest bearing deposits. We expect deposits to increase with continued growth in our primary market areas for the community bank and CCBX, through increases in commercial lending relationships for which we also seek deposit balances and the results of business development efforts by branch managers, treasury service personnel and lenders.

The average rate paid on total deposits was 2.99% for the year ended December 31, 2025, compared to 3.46% for the year ended December 31, 2024. The average rate paid on interest bearing demand and money market accounts decreased 0.78% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The average rate paid on other deposits increased 0.35% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The average rate paid on time deposits of less than $100,000 was unchanged for the year ended December 31, 2025, compared to the year ended December 31, 2024. The average rate paid on time deposits greater than $100,000 increased 0.43% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The average rate paid on savings increased 0.68% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The overall lower average rate paid on interest bearing accounts in the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to a lower interest rate environment.

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

For the Year Ended December 31,
202520242023
(dollars in thousands)AverageBalanceAverageRateAverageBalanceAverageRateAverageBalanceAverageRate
Demand, noninterest bearing$568,6820.00%$586,4770.00%$707,6410.00%
Interest bearing demand and money market3,232,4903.572,445,8484.352,254,1383.89%
Savings83,6991.0870,0900.4090,7050.25%
Other deposits13,8464.12373,5603.7825,9694.08%
Time deposits less than $100,0005,1960.776,7330.779,9990.35%
Time deposits $100,000 and over9,1351.718,9711.2814,2010.37%
Total deposits$3,913,0482.99%$3,491,6793.46%$3,102,6532.87%

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2025 and 2024, was 14.5% and 16.8%, 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

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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 3.52% and 4.19% for the years ended December 31, 2025 and 2024, respectively. The decrease in our cost of deposits in 2025 was primarily due to rate decreases from the FOMC. We actively manage our interest rates on deposits, however, rate changes from the FOMC and competition can and do impact our deposit costs.

Uninsured Deposits

The FDIC insures our deposits up to $250,000 per depositor, per insured bank for each account ownership category. Deposits that exceed insurance limits are uninsured. At December 31, 2025, deposits totaled $4.14 billion, of which total estimated uninsured deposits were $641.3 million, or 15.5% of total deposits. At December 31, 2024, deposits totaled $3.59 billion, of which total estimated uninsured deposits were $543.0 million, or 15.1% of total deposits. The Bank is using sweep deposits to provide our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions.

Estimated uninsured time deposits totaled $1.6 million as of December 31, 2025. The table below shows the estimated uninsured time deposits, by account, for the maturity periods indicated:

(dollars in thousands)As of December 31, 2025
Maturity Period:
Three months or less$1,309
Over three through six months23
Over six through twelve months66
Over twelve months160
Total$1,558

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, 2025, and December 31, 2024, total borrowing capacity of $416.7 million and $468.7 million, respectively, was available under this arrangement. As of December 31, 2025, and December 31, 2024, 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 Advances. The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of December 31, 2025 and December 31, 2024, we had borrowing capacity of $225.4 million and $173.3 million, respectively, with the FHLB. As of December 31, 2025 and 2024, FHLB advances totaled zero.

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)2025 (1)2024
Maximum amount outstanding at any month-end during period:$$
Average outstanding balance during period:$$2,443
Weighted average interest rate during period:0.00%5.66%
Balance outstanding at end of period:$$
Weighted average interest rate at end of period:0.00%0.00%

(1) No borrowings were outstanding during the period, except for an immaterial borrowing incurred to test the advance line.

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Junior Subordinated Debentures. In 2004, we issued $3.6 million in junior subordinated debentures to Coastal (WA) Statutory 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. Prior to June 30, 2023, the debentures bore 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 a spread adjustment of 0.26% and margin of 2.10%. The effective rate as of December 31, 2025 and 2024, was 6.08% and 6.72%, 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’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, 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 securities 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. In August 2021, the Company issued a subordinated note in the amount of $25.0 million. The note matures on September 1, 2031, and bears interest at the rate of 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 five-year 3.375% interest period ends on September 1, 2026. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after 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.

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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Other Liabilities

Deferred tax liability, net increased to $853,000 from a net deferred asset as of December 31, 2025, largely due to the impact of the Act, which permits the immediate expense of R&D costs for tax purposes.

Liquidity and Capital Resources

Liquidity Management

Liquidity refers to our capacity to meet our cash obligations 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. 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. 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, 2025, we had two partners with deposits that together represent 45% 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. 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.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. 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 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 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 and are closely monitoring liquidity in this uncertain macro economic environment.

The Company has pledged loans and securities totaling $939.8 million and $957.9 million at December 31, 2025 and December 31, 2024, 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 $642.2 million from FHLB and the FRB discount window at December 31, 2025. There were no borrowings taken under these facilities during the twelve-months ended December 31, 2025 so the Bank has the maximum capacity in the event of a liquidity emergency.

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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 ($641.3 million at December 31, 2025 and $543.0 million at December 31, 2024) and alternative sources of funds including the capacity to borrow up to $642.2 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 $1.43 billion represented 34.5% of total deposits and exceeded the $641.3 million in uninsured deposits as of December 31, 2025. 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 deposits. Fully insured IntraFi network reciprocal deposits totaled $460.3 million and $414.0 million at December 31, 2025 and December 31, 2024, respectively.

The board of directors adopted a policy requiring management take various actions, in its discretion, to return the liquidity ratio to 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 costs. During the quarter ended December 31, 2024, the Company completed a public offering of 1,380,000 shares of its common stock at a price to the public of $71.00 per share. Gross proceeds from the offering of $98.0 million, before deducting underwriting discounts and offering expenses, is used for general corporate purposes, including, without limitation, to support investment opportunities and the Bank’s growth. A total of $50.0 million of those proceeds were contributed to the Bank in 2024, and the balance of the amount was retained in cash at the Company level. The Company currently holds $42.3 million in cash for 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 established a minimum (regulatory calculation) liquidity ratio of 10%, and usually targets a liquidity ratio between 12% and 15%. Both of these minimum liquidity levels are on-balance sheet sources. Per the Bank’s policies and its 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.

As of December 31, 2025, and December 31, 2024, the Company and the Bank were 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 capital and continue to grow operations, regulatory capital levels may decrease depending on our level of earnings; however, the capital raise completed in December 2024 strengthened our regulatory capital levels. We expect to monitor and control 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

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Form S-3 with the Securities and Exchange Commission which allows the Company to raise additional capital in an amount up to $102.0 million. The Company raised $98.0 million in December 2024.

The following table presents the Company’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:

ActualMinimum Requiredfor CapitalAdequacy Purposes (1)Required to be Well Capitalized Under the Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2025
Tier 1 Leverage Capital (to average assets)
Company$489,91810.62%$184,5504.00%N/AN/A
Bank Only488,58510.60%184,3834.00%230,4785.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company486,41812.43%176,1564.50%N/AN/A
Bank Only488,58512.50%175,8864.50%254,0576.50%
Tier 1 Capital (to risk-weighted assets)
Company489,91812.52%234,8756.00%N/AN/A
Bank Only488,58512.50%234,5146.00%312,6858.00%
Total Capital (to risk-weighted assets)
Company585,41014.95%313,1668.00%N/AN/A
Bank Only539,00413.79%312,6858.00%390,85710.00%
December 31, 2024
Tier 1 Leverage Capital (to average assets)
Company$442,19310.78%$164,0524.00%N/AN/A
Bank Only436,11610.64%163,9194.00%204,8995.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company438,69312.04%163,9524.50%N/AN/A
Bank Only436,11611.99%163,7174.50%236,4806.50%
Tier 1 Capital (to risk-weighted assets)
Company442,19312.14%218,6026.00%N/AN/A
Bank Only436,11611.99%218,2896.00%291,0528.00%
Total Capital (to risk-weighted assets)
Company534,39014.67%291,4708.00%N/AN/A
Bank Only483,24713.28%291,0528.00%363,81610.00%

(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.

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Material Cash Requirements and Capital Resources

The following table provides the material cash requirements from known contractual and other obligations as of December 31, 2025:

Payments Due by Period
(dollars in thousands)TotalLess than 1 YearOver 1 yearOther (1)
Cash requirements
Time Deposits$12,287$9,706$2,581$
Subordinated notes45,00045,000
Junior subordinated debentures3,6093,609
Deferred compensation plans30478226
Operating and finance leases5,7841,2524,532
Non-maturity deposits4,131,9114,131,911
Equity investment commitment1,1251,125

(1)Represents the undefined maturity of 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 maintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our operating, investing and financing activities during any given period. 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 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 an ICS account, and 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, 2025 we had $2.31 billion in commitments to extend credit, compared to $1.96 billion as of December 31, 2024. The $345.2 million increase is largely attributed to a $102.3 million increase in credit cards, related to CCBX loans, a $185.0 million increase in residential real estate commitments, related to CCBX loans, an increase of $49.7 million in consumer and other loan commitments, related to CCBX consumer loans, and a $21.7 million increase in commercial construction loans, partially offset by a $31.8 million decrease in commercial and industrial capital call line commitments.

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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, 2025As of December 31, 2024
Commitments to extend credit:
Commercial and industrial loans$90,281$94,589
Commercial and industrial loans – capital call lines519,135550,948
Construction – commercial real estate loans58,56236,873
Construction – residential real estate loans39,67610,929
Residential real estate loans684,485499,516
Commercial real estate loans28,10834,222
Credit cards819,495717,198
Consumer and other loans68,30218,553
Total commitments to extend credit$2,308,044$1,962,828
Standby letters of credit$1,042$1,042
Equity investment commitment$1,125$480

Commitments to extend credit on CCBX loans are included in the table above and are summarized below:

(dollars in thousands)As of December 31, 2025As of December 31, 2024
Commitments to extend credit:
Commercial and industrial loans$23,859$19,104
Commercial and industrial loans - capital call lines519,135550,948
Residential real estate loans631,973453,369
Credit cards, consumer and other loans874,245733,005
Total commitments to extend credit$2,049,212$1,756,426

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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, 2025, capital call lines outstanding balance totaled $210.5 million, and while commitments totaled $519.1 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, 2025.

As of December 31, 2025As of December 31, 2024
(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 Business515,589480,06935,520
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards400,000375,00025,000
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer900,000820,00080,000
Installment loansConsumer1,740,8131,774,533(33,720)
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer478,5985,398473,200
$4,385,000$3,805,000$580,000
Total Existing Portfolio Size$1,807,552$1,603,577$203,975

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, 2025, $1.42 billion in commitments to extend credit are unconditionally cancelable, compared to $1.30 billion at December 31, 2024. 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.

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Selected Financial Information

The following table shows the Company’s key performance ratios for the periods indicated.

Year Ended
December 31, 2025December 31, 2024December 31, 2023December 31, 2022December 31, 2021
Return on average assets1.05%1.15%1.28%1.38%1.24%
Return on average equity10.17%14.11%16.41%18.24%17.24%
Yield on earnings assets9.89%10.44%9.61%6.68%3.90%
Yield on loans receivable11.00%11.20%10.36%8.12%4.86%
Cost of funds3.02%3.49%2.91%0.75%0.18%
Cost of deposits2.99%3.46%2.87%0.71%0.12%
Net interest margin7.14%7.18%6.88%5.97%3.73%
Noninterest expense to average assets6.43%6.28%5.61%5.65%2.90%
Noninterest income to average assets5.18%7.86%5.88%4.23%1.29%
Efficiency ratio53.13%42.38%44.66%56.26%58.82%
Loans receivable to deposits (1)92.2%97.8%89.9%93.2%73.7%

(1)Including loans held for sale

CCBX – BaaS Reporting Information

During the year ended December 31, 2025, $47.3 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 loans and deposits. 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, 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 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 bear most of the responsibility for credit and fraud losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio.

Many 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, if our partner is unable to fulfill their contractual obligation and if the cash flows on the loans were not sufficient to fund the reimbursement of loan losses, 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, the Bank may consider an alternative plan for funding the cash reserve. This may involve the possibility of adjusting the funding amounts or timelines to better align with the partner's specific situation. If a mutually agreeable funding plan is not agreed to, the Bank could declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would evaluate any remaining credit enhancement asset from the CCBX partner in the event the partner defaulted to determine if a write-off is appropriate. If a write-off occurs, the Bank would stop payments to the CCBX partner and retain the full yield and any fee income on the loan portfolio going forward, decreasing our BaaS loan expense.

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For CCBX 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, 2025December 31, 2024December 31, 2023
BaaS loan interest income$274,608$248,286$197,306
Less: BaaS loan expense129,086118,53679,748
Net BaaS loan income (1)$145,522$129,750$117,558
Net BaaS loan income divided by average BaaS loans (1)8.41%9.09%9.71%
Yield on loans15.87%17.39%16.30%

(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, 2025 compared to the year ended December 31, 2024. 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)December 31, 2025December 31, 2024December 31, 2023
BaaS loan interest income$274,608$248,286$197,306
Total BaaS loan interest income$274,608$248,286$197,306
Interest expenseYear Ended
(dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
BaaS interest expense$90,109$94,035$71,646
Total BaaS interest expense$90,109$94,035$71,646

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Year Ended
(dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
BaaS program income:
Servicing and other BaaS fees$5,795$4,743$3,855
Transaction and interchange fees18,74412,8438,263
BaaS program income before reimbursement of expenses24,53917,58612,118
Reimbursement of expenses4,9522,4891,122
Total BaaS program income29,49120,07513,240
BaaS indemnification income:
BaaS credit enhancements187,653272,839177,764
BaaS fraud enhancements8,0149,8347,165
BaaS indemnification income195,667282,673184,929
Total noninterest BaaS income$225,158$302,748$198,169

Servicing and other BaaS fees increased $1,052,000 in the year ended December 31, 2025 compared to the year ended December 31, 2024, while transaction and interchange fees increased $5.9 million, in the year ended December 31, 2025 compared to the year ended December 31, 2024. We expect servicing and other BaaS fees to decrease and transaction and interchange fees to increase, as partner activity grows and contracted minimum fees are replaced with recurring fees, which exceed those minimum fees. Additionally, we expect reimbursement of expenses to increase as we continue to bill partners for incurred expenses.

Year Ended
(dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
BaaS loan expense$129,086$118,536$79,748
BaaS fraud expense8,0149,8347,165
Total BaaS loan and fraud expense$137,100$128,370$86,913

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.

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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.

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, 2025December 31, 2024December 31, 2023
Net BaaS loan income divided by average CCBX loans:
CCBX loan yield (GAAP)15.87%17.39%16.30%
Total average CCBX loans receivable$1,730,016$1,427,571$1,210,413
Interest and earned fee income on CCBX loans (GAAP)274,608248,286197,306
BaaS loan expense(129,086)(118,536)(79,748)
Net BaaS loan income$145,522$129,750$117,558
Net BaaS loan income divided by average CCBX loans8.41%9.09%9.71%
CCBX net interest margin, net of BaaS loan expense:
CCBX interest margin9.00%9.23%9.19%
CCBX earning assets2,347,5601,999,6951,574,334
Net interest income (GAAP)211,172184,472144,731
Less: BaaS loan expense(129,086)(118,536)(79,748)
Net interest income, net of BaaS loan expense$82,086$65,936$64,983
CCBX net interest margin, net of BaaS loan expense3.50%3.30%4.13%

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001437958-25-000058.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-03-17. Report date: 2024-12-31.

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

Overview

This discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Form 10-K. The Company restated its financial statements for the year ended December 31, 2023 and the quarters ended March 31, June 30, and September 30, 2023 and 2024 for misstatements between the balance sheet, income statement and statement of cash flows that were determined to be material to previously issued financial statements. See “Note 23, Restatement of Prior Period Financial Statements” in Item 8 of this Form 10-K, for additional information related to the restatement, including descriptions of the misstatements and the impacts on our consolidated financial statements.

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our 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 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 had 24 partners as of December 31, 2024. 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, 2024, we had total assets of $4.12 billion, total loans receivable of $3.49 billion, total deposits of $3.59 billion and total shareholders’ equity of $438.7 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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. 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 CCBX revenue from BaaS fee income and interest on loans. Our primary source of funding for our loans is commercial and retail 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 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, interest on deposits and borrowings, BaaS loan expense, salaries and employee benefits, BaaS fraud expense, legal and professional expenses, data processing and software licenses and occupancy expense. 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.

Brokered Deposits Rulemaking

On July 30, 2024, the Board of Directors of the FDIC approved a proposed rule that would amend the FDIC’s regulations governing the classification and treatment of brokered deposits. The proposal would, among other changes, broaden the definition of deposit broker to include agents that place or facilitate the placement of third-party deposits at

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only one insured depository institution and narrow the exception to the definition of deposit broker for agents whose primary purpose is not the placement of funds with depository institutions. While the Company is evaluating the potential impact of the proposed rule, if the rule is finalized as proposed, the Bank may be required to classify a greater amount of its deposits obtained with the involvement of third parties, such as CCBX partners, as brokered deposits. An increase in the amount of brokered deposits on the Bank’s balance sheet could, among other consequences, increase the Bank’s deposit insurance assessment costs.

Recordkeeping for Custodial Accounts

On September 17, 2024, the FDIC issued a proposed rule that would impose recordkeeping and other compliance requirements on custodial deposit accounts with transactional features. Under the proposed rule, FDIC-insured banks maintaining such custodial deposit accounts would be required to maintain updated and accurate account records identifying the beneficial owners of those deposits, the balance attributable to each beneficial owner, and the ownership category in which the deposited funds are held. While we are evaluating the potential impact of the proposed rule, if the rule is finalized as proposed, it could increase the costs of operating BaaS arrangements such as the partnerships in our CCBX segment.

Third Party Risk Management Guidance

On July 25, 2024, the Federal Reserve, FDIC, and Office of the Comptroller of the Currency released a joint statement discussing potential risks related to arrangements between banks and third parties to deliver bank deposit products and services to end users, as well as examples of effective practices for the management of those risks. Additionally, the agencies issued a request for information and comment on the nature of banks’ relationships with financial technology companies and effective risk management practices for those relationships. The agencies also indicated that they are considering whether additional steps, such as enhancements to supervisory guidance, could help ensure that banks effectively manage risks associated with these various types of arrangements. These developments suggest that the agencies are increasing their focus on third-party deposit arrangements and may expect financial institutions involved in these arrangements, such as us, to change their risk management and compliance practices, which may increase the costs of operating a BaaS business.

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.

Credit Quality

We have well established loan policies and underwriting practices that have resulted in low levels of charge-offs and nonperforming 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. For additional information on credit enhancements see Item 1. Business - Concentrations of Credit Risk section. If our partners are unable to fulfill their

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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.

Operating Efficiency

The largest component of noninterest expense is BaaS loan expense and salaries and employee benefits. Other significant operating expenses include BaaS fraud expense, legal and professional expenses, data processing and software licenses and occupancy 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 our infrastructure and make investments to increase our operating capacity, our operating efficiency ratio 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 42.38% at December 31, 2024, compared to 44.66% at December 31, 2023. This ratio decreased as a result of the increase in net interest income and credit enhancement income for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Economic Conditions

Our business and financial performance are affected by economic conditions generally in the United States for CCBX and more directly for the community bank 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 with bank failures, mergers, inflation, changing interest rates, global unrest, the war in Ukraine, conflicts in the Middle East, political environment, natural disasters, and trade issues that contribute to economic uncertainty which has caused increased market volatility and may lead to 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 Annual 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. Our critical accounting estimates are included and discussed below. 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 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.

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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, 2024, loans receivable totaled $3.49 billion, an increase of $465.0 million, or 15.4%, compared to $3.02 billion as of December 31, 2023. Total loans receivable is net of $6.5 million in net deferred origination fees. 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. 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, 2024, the Company transferred $1.55 billion in CCBX loans receivable to loans held for sale and subsequently sold $1.52 billion these loans. As of December 31, 2024 there were $20.6 million CCBX loans held for sale and no CCBX loans were held for sale as of December 31, 2023.

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, 2024 and 2023.

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 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 2024, net contributions to private company equity investments totaled $72,000 and increased in value by $26,000. In 2023, net contributions to private company equity investments totaled $125,000 and increased in value by $278,000.

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.

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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 nonaccrual 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.

The Company increased the allowance from $117.4 million at December 31, 2023 to $177.0 million at December 31, 2024. 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. 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.

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.

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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, 2024, noninterest income subject to Topic 606 increased $6.6 million to $24.7 million, compared to $18.1 million for the year ended December 31, 2023. The increase was largely due to an increase in BaaS fee income resulting from increased activity and 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, 2024, see “Note 2 – Recent Accounting Standards” in the accompanying notes to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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, 2024. The information contained in this section should be read together with the December 31, 2024 audited Consolidated Financial Statements and the accompanying Notes included in Item 8. Financial Statements and Supplementary Data of this Form 10-K.

Net Income

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023. Net income for the year ended December 31, 2024 was $45.2 million, or $3.26 per diluted share, compared to $44.6 million, or $3.27 per diluted share, for the year ended December 31, 2023. The increase in net income over the prior year was attributable to a $41.5 million increase in net interest income, $104.1 million increase in noninterest income partially offset by a $93.6 million increase in

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the provision for credit losses - loans and a $51.7 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.

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. Net income for the year ended December 31, 2023 was $44.6 million, or $3.27 per diluted share, compared to $40.6 million, or $3.01 per diluted share, for the year ended December 31, 2022. The increase in net income over the prior year was attributable to a $59.8 million increase in net interest income, $81.2 million increase in noninterest income partially offset by a $104.9 million increase in the provision for credit losses - loans and a $29.5 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, 2024, Compared to Year Ended December 31, 2023. Net interest income for the year ended December 31, 2024, was $273.0 million, compared to $231.6 million for the year ended December 31, 2023, an increase of $41.6 million, or 17.9%. Yield on loans receivable was 11.20% for the year ended December 31, 2024, compared to 10.36% for the year ended December 31, 2023. The increase in net interest income compared to the year ended December 31, 2023 was largely related to growth in loans from CCBX and the community bank.

Interest and fees on loans totaled $372.0 million for the year ended December 31, 2024 compared to $304.3 million for the year ended December 31, 2023. The $67.8 million increase in interest and fees on loans for the year ended December 31, 2024, compared to the year ended December 31, 2023, was largely due to growth in CCBX and community bank loans. Total average loans receivable for the year ended December 31, 2024 was $3.32 billion, compared to $2.94 billion for the year ended December 31, 2023.

CCBX average loans receivable grew to $1.43 billion for the year ended December 31, 2024, compared to $1.21 billion for the year ended December 31, 2023, an increase of $217.2 million, or 17.9%. Average CCBX yield of 17.39% and 16.30% was earned on CCBX loans for the years ended December 31, 2024 and December 31, 2023, respectively. 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.

Community bank average loans receivable grew to $1.89 billion for the year ended December 31, 2024, compared to $1.73 billion for the year ended December 31, 2023, an increase of $166.5 million, or 9.6%. Average yield of 6.54% was earned on community bank loans for the year ended December 31, 2024, compared to 6.20% for the year ended December 31, 2023.

Interest income from interest earning deposits with other banks was $21.3 million for the year ended December 31, 2024, an increase of $5.9 million largely due to an increase in balances, compared to the year ended December 31, 2023. The average balance of interest earning deposits invested with other banks for the year ended December 31, 2024 was $405.5 million, compared to $295.8 million for the year ended December 31, 2023. Additionally, the yield on these interest earning deposits with other banks increased 0.05%, compared to the year ended December 31, 2023. Interest income on investment securities decreased $141,000 to $3.1 million, with a yield of 4.67% at December 31, 2024, compared to $3.2 million, and a yield of 2.66%, at December 31, 2023. Average investment securities decreased $54.7 million from $120.2 million for the year ended December 31, 2023 to $65.5 million for the year ended December 31, 2024 as a result of available for sale (“AFS”) U.S. Treasury securities that matured earlier in the year, partially offset by an increase in HTM securities resulting from securities purchased for CRA purposes.

Interest expense was $123.7 million for the year ended December 31, 2024, a $32.1 million increase from the year ended December 31, 2023. Interest expense on deposits was $120.9 million for the year ended December 31, 2024, compared to $89.0 million for the year ended December 31, 2023. The $31.9 million increase in interest expense on deposits was due to an increase in average interest bearing deposits of $510.2 million and an increase in interest rates. Interest on borrowed funds was $2.8 million for the year ended December 31, 2024 and $2.6 million for the year ended December 31, 2023. The $173,000 increase in interest expense on borrowed funds from the year ended December 31, 2023

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is primarily the result of an increase in interest rates on the junior subordinated debt, which increased 0.22% to 7.77% for the year ended December 31, 2024, compared to 7.55% for the year ended December 31, 2023.

Net interest margin was 7.18% for the year ended December 31, 2024, compared to 6.88% for the year ended December 31, 2023. The increase in net interest margin compared to the year ended December 31, 2023 was largely a result of an increase of 0.84% for yield on loans partially offset by an increase of 0.59% for cost of deposits, primarily due to growth in CCBX deposits. Interest expense has increased and net interest margin was compressed as a result of growth in higher rate CCBX deposits. Interest bearing deposits increased an average of $510.2 million for the year ended December 31, 2024, compared to the year ended December 31, 2023, and these deposits were tied to a higher Fed Funds rate for most of 2024. Also contributing is the sale of higher risk and higher yielding loans during the quarters ended September 30, 2023, December 31, 2023 and March 31, 2024 in an effort to optimize and strengthen the balance sheet which increased year to date net interest margin.

Cost of funds was 3.49% for the year ended December 31, 2024, compared to 2.91% for the year ended December 31, 2023. Cost of deposits for the year ended December 31, 2024 was 3.46%, which was a 0.58% increase, from 2.87% for the year ended December 31, 2023. These increases were largely due to growth in CCBX interest bearing deposits tied to a higher Fed Funds rate for most of 2024, compared to the year ended December 31, 2023. We expect the recent decrease in the Fed Funds rate will help to decrease the cost of deposits.

Total yield on loans receivable for the year ended December 31, 2024 was 11.20%, compared to 10.36% for the year ended December 31, 2023. This increase in yield on loans receivable is primarily attributed to a 0.34% increase in yield and $166.5 million increase in average community bank loans compared to the year ended December 31, 2023. For the year ended December 31, 2024, average CCBX loans increased $217.2 million, or 17.9%, with an average CCBX yield of 17.39%, compared to 16.30% for the year ended December 31, 2023. 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 recent efforts to optimize and strengthen the balance sheet by selling higher yield CCBX loans back to the originating partners, combined with the recent decrease in the Fed Funds rate, total yield on loans have and may continue to flatten out as new CCBX loans are replacing higher risk and higher yielding loans that were sold or allowed to mature during the quarters ended September 30, 2023, December 31, 2023 and March 31, 2024.

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. Net interest income for the year ended December 31, 2023 was $231.6 million, compared to $171.8 million for the year ended December 31, 2022, an increase of $59.8 million, or 34.8%. Yield on loans receivable was 10.36% for the year ended December 31, 2023, compared to 8.12% for the year ended December 31, 2022. The increase in net interest income compared 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 rate increases on variable rate and new loans. Average loans receivable for the year ended December 31, 2023 was $2.94 billion, compared to $2.26 billion for the year ended December 31, 2022.

Interest and fees on loans totaled $304.3 million for the year ended December 31, 2023 compared to $183.4 million for the year ended December 31, 2022. The $120.9 million increase in interest and fees on loans for the year ended December 31, 2023, compared to the year ended December 31, 2022, was largely due to increased yield on loans from growth in higher yielding CCBX and community bank loans and an overall increase in interest rates. Loan growth was $394.3 million, or 15.0%, for the year ended December 31, 2023, compared to December 31, 2022. 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 16.30% 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.

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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.

Net interest margin was 6.88% 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.

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 2.16% 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 10.36%, 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 16.30%, 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. There was an 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, 2024December 31, 2023December 31, 2022
Yield on LoansCost of DepositsYield on Loans (2)Cost of DepositsYield on LoansCost of Deposits
Community Bank6.54%1.80%6.20%1.14%5.32%0.18%
CCBX (1)17.39%4.70%16.30%4.55%13.85%1.57%
Consolidated11.20%3.46%10.36%2.87%8.12%0.71%

(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.”

(2) See Note 23, Restatement of Prior Period Financial Statements.

For the Year Ended
December 31, 2024December 31, 2023 (3)December 31, 2022
(dollars in thousands)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$248,28617.39%$197,30616.30%$102,80813.85%
Less: BaaS loan expense118,5368.30%79,7486.59%53,2947.18%
Net BaaS loan income (1)$129,7509.09%$117,5589.71%$49,5146.67%
Average BaaS Loans(2)$1,427,571$1,210,413$742,392

(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.

(3) See Note 23, Restatement of Prior Period Financial Statements.

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 costs, net of fees included in interest income, totaled $8.9 million and $6.3 million for the years ended December 31, 2024 and 2023, respectively and loan fees, net of costs included in interest income totaled $3.2 million for the year ended December 31, 2022.

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Average Balance Sheets For the Year Ended December 31,
20242023 (4)2022
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Assets
Interest earning assets:
Interest earning deposits with other banks$405,515$21,2655.24%$295,808$15,3465.19%$515,967$6,7281.30%
Investment securities, available for sale (1)16,1623502.17100,2602,1582.1591,9701,7101.86
Investment securities, held to maturity (1)49,3202,7065.4919,9181,0395.221,266352.76
Other investments10,6964354.0711,5123873.3610,1463453.40
Loans receivable (2)3,320,582372,02111.202,936,908304,28910.362,257,787183,3528.12
Total interest earning assets3,802,275396,77710.443,364,406323,2199.612,877,136192,1706.68
Noninterest earning assets:
Allowance for credit losses(140,433)(91,194)(46,769)
Other noninterest earning assets257,951198,071119,817
Total assets$3,919,793$3,471,283$2,950,184
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$2,905,202$120,9324.16%$2,395,012$89,0003.72%$1,724,020$19,0041.10%
FHLB advances and other borrowings2,8541445.056,029691.14
Subordinated debt44,2162,3945.4144,0662,3735.3927,6261,1794.27
Junior subordinated debentures3,5902797.773,5892717.553,5871433.99
Total interest bearing liabilities2,955,862123,7494.192,442,66791,6443.751,761,26220,3951.16
Noninterest bearing deposits586,477707,641942,087
Other liabilities56,99649,27124,097
Total shareholders' equity320,458271,704222,738
Total liabilities and shareholders' equity$3,919,793$3,471,283$2,950,184
Net interest income$273,028$231,575$171,775
Interest rate spread6.25%5.86%5.52%
Net interest margin (3)7.18%6.88%5.97%

(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.

(4) See Note 23, Restatement of Prior Period Financial Statements.

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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. Items are that not directly attributed to the segment are not listed:

For the Year Ended
December 31, 2024December 31, 2023 (7)December 31, 2022
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Community Bank
Assets
Interest earning assets:
Loans receivable (1)$1,893,011$123,7356.54%$1,726,495$106,9836.20%$1,515,395$80,5445.32%
Intrabank asset, net (6)123,1567960.65
Total interest earning assets1,893,011123,7356.541,726,495106,9836.201,638,55181,3404.96
Liabilities
Interest bearing liabilities:
Interest bearing deposits968,20626,8972.78900,51617,3541.93905,4472,8960.32
Intrabank liability, net (6)401,02721,2655.30198,17610,4045.25
Total interest bearing liabilities1,369,23348,1623.521,098,69227,7582.53905,4472,8960.32
Noninterest bearing deposits523,778627,803733,104
Net interest income$75,573$79,225$78,444
Net interest margin(2)3.99%4.59%4.79%
CCBX
Assets
Interest earning assets:
Loans receivable (1)(3)$1,427,571$248,28617.39%$1,210,413$197,30616.30%$742,392$102,80813.85%
Intrabank asset, net (6)572,12430,2215.28363,92119,0715.24285,1644,1061.44
Total interest earning assets1,999,695278,50713.931,574,334216,37713.741,027,556106,91410.40
Liabilities
Interest bearing liabilities:
Interest bearing deposits1,936,99694,0354.851,494,49671,6464.79818,57316,1081.97
Total interest bearing liabilities1,936,99694,0354.851,494,49671,6464.79818,57316,1081.97
Noninterest bearing deposits62,69979,838208,983
Net interest income$184,472$144,731$90,806
Net interest margin(2)9.23%9.19%8.84%
Net interest margin, net of Baas loan expense (4)3.30%4.13%3.65%

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For the Year Ended
December 31, 2024December 31, 2023December 31, 2022
(dollars in thousands)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Treasury & Administration
Assets
Interest earning assets:
Interest earning deposits with other banks$405,515$21,2655.24%$295,808$15,3465.19%$515,967$6,7281.30%
Investment securities, available for sale (5)16,1623502.17100,2602,1582.1591,9701,7101.86
Investment securities, held to maturity (5)49,3202,7065.4919,9181,0395.221,266352.76
Other investments10,6964354.0711,5123873.3610,1463453.40
Total interest earning assets481,69324,7565.14427,49818,9304.43619,3498,8181.42
Liabilities
Interest bearing liabilities:
FHLB advances and borrowings2,8541445.05%%6,029691.14%
Subordinated debt44,2162,3945.4144,0662,3735.3927,6261,1794.27
Junior subordinated debentures3,5902797.773,5892717.553,5871433.99
Intrabank liability, net (6)171,0978,9565.23165,7458,6675.23408,3204,9021.20
Total interest bearing liabilities221,75711,7735.31213,40011,3115.30445,5626,2931.41
Net interest income$12,983$7,619$2,525
Net interest margin(2)2.70%1.78%0.41%

(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.

(7)See Note 23, Restatement of Prior Period Financial Statements.

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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 earning assets and interest bearing liabilities and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. The table illustrates the $42.9 million increase in loan interest income that is attributable to an increase in loan volume and $24.8 million increase in loan interest income that is attributable to an increase in loan rates. 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, 2024Compared toYear Ended December 31, 2023 (1)Year Ended December 31, 2023Compared toYear Ended December 31, 2022 (1)
Increase (Decrease) Due toTotal Increase (Decrease)Increase (Decrease) Due toTotal Increase (Decrease)
(dollars in thousands)VolumeRateVolumeRate
Interest income:
Interest earning deposits$5,753$166$5,919$(11,422)$20,040$8,618
Investment securities, available for sale(1,821)13(1,808)178270448
Investment securities, held to maturity1,613541,667973311,004
Other Investments(33)814846(4)42
Loans receivable42,91724,81567,73270,36350,574120,937
Total increase in interest income48,42925,12973,55860,13870,911131,049
Interest expense:
Interest bearing deposits21,20810,72431,93224,93445,06269,996
PPPLF borrowings
FHLB advances144144(69)(69)
Subordinated debt813218853091,194
Junior subordinated debentures88128128
Total increase in interest expense21,36010,74532,10525,75045,49971,249
Increase in net interest income$27,069$14,384$41,453$34,388$25,412$59,800

(1) See Note 23, Restatement of Prior Period Financial Statements

Provision for Credit Losses

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

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The economic environment is continuously changing, due to the pace of economic growth, inflation, changing interest rates, unemployment, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment, natural disasters, and trade issues that may impact the provision and therefore the allowance. Gross loans, excluding loans held for sale, totaled $3.49 billion at December 31, 2024. The allowance for credit losses as a percentage of loans was 5.08% at December 31, 2024, compared to 3.88% at December 31, 2023.

Agreements with our CCBX partners provide for a credit enhancement provided by the partner which protects the Bank by indemnifying or reimbursing incurred losses. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them vested interests in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. 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 are 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, 2024, Compared to Year Ended December 31, 2023. The provision for credit losses - loans for the year ended December 31, 2024, was $275.7 million compared to $184.0 million for the year ended December 31, 2023. The increase in the Company’s provision for credit losses - loans during the year ended December 31, 2024, is largely related to the provision for CCBX partner loans due to significant loan growth, a change in the mix of loans and an increase in loan balances with higher loss rates. During the year ended December 31, 2024, a $277.8 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 recapture of $2.1 million was needed for the year ended December 31, 2024 due in part to a change in remaining average lives.

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)December 31, 2024December 31, 2023December 31, 2022
Community bank$(2,130)$1,322$719
CCBX277,793182,72178,345
Total provision expense$275,663$184,043$79,064

Net charge-offs for the year ended December 31, 2024 totaled $216.1 million, or 6.51% of total average loans, as compared to net charge-offs of $144.5 million, or 4.92% of total average loans, for the year ended December 31, 2023. Net charge-offs were up significantly in 2024 compared to 2023 as a result of the 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

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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 5% of a $324.6 million loan portfolio. At December 31, 2024, our portion of this portfolio represented $20.6 million in loans. Provision expense on these loans was $6.0 million and $5.1 million for the years ended December 31, 2024 and 2023, respectively, with net charge-offs of $5.6 million in 2024 and $3.6 million in 2023. In 2024, $540,000 of net charge-offs were recognized for community bank loans and $215.5 million of net-charge-offs were recognized for CCBX loans. In 2023, $52,000 of net charge-offs were recognized for community bank loans and $144.5 million of charge-offs were recognized for CCBX loans.

Net charge-offs for the year ended December 31, 2023 totaled $144.5 million, or 4.92% of total average loans, as compared to net charge-offs of $33.7 million, or 1.49% of total average loans, for the year ended December 31, 2022. Net charge-offs were up significantly in 2023 compared to 2022 as a result of the growth in loans originated through CCBX partners. Provision expense for the one CCBX partner that the Company is responsible for credit losses for 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 $144.5 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 obligation then the Bank would be exposed to additional loan and deposit losses (counterparty risk) if the cash flows on the loans were not sufficient to fund the reimbursement of loan losses. If a CCBX partner does not replenish their cash reserve account the Bank may consider an alternative plan for funding the cash reserve, such as adjusting the funding amounts or timelines to better align with the partner's specific situation. If a mutually agreeable funding plan is not achieved then the Bank could declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would evaluate any remaining credit enhancement asset from the CCBX partner in the event the partner failed to determine if a write-off is appropriate. If a write-off occurs, the Bank would retain the full yield and any fee income on the loan portfolio going forward, and our BaaS loan expense would decrease once default occurs and payments to the CCBX partner are stopped. For more information on activity within the credit enhancement asset account, see the discussion and table in “Financial Condition - Allowance for Credit Losses - Loans”.

The following table show the total charge-off activity by segment for the periods indicated:

Year Ended December 31, 2024Year EndedDecember 31, 2023 (1)Year EndedDecember 31, 2022
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$554$228,537$229,091$64$151,933$151,997$428$33,321$33,749
Gross recoveries(14)(13,027)(13,041)(12)(7,442)(7,454)(46)(36)(82)
Net charge-offs$540$215,510$216,050$52$144,491$144,543$382$33,285$33,667
Net charge-offs to average loans0.03%15.10%6.51%0.00%11.94%4.92%0.03%4.48%1.49%
% of CCBX charge-offs covered by credit enhancement97.4%97.5%99.4%

(1) See Note 23, Restatement of Prior Period Financial Statements

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Noninterest Income

Our primary sources of recurring noninterest income are BaaS indemnification income, Baas program income and service charges and fees. Noninterest income does not include loan origination fees, which are generally recognized over the life of the related loan as an adjustment to yield using the interest or similar method.

For the year ended December 31, 2024, noninterest income totaled $308.2 million, an increase of $104.1 million, or 51.0%, compared to $204.1 million for the year ended December 31, 2023.

For the year ended December 31, 2023, noninterest income totaled $204.1 million, an increase of $81.2 million, or 66.0%, compared to $122.9 million for the year ended December 31, 2022.

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

Year Ended December 31,2024 compared to 20232023 compared to 2022
(dollars in thousands)20242023 (1)2022Increase (Decrease)Percent ChangeIncrease (Decrease) (1)Percent Change (1)
Service charges and fees$3,738$3,854$3,804$(116)(3.0%)$501.3%
Loan referral fees168683810(515)(75.4)(127)(15.7)
Gain on sales of loans, net253(253)(100.0)253100.0
Unrealized gain (loss) on equity securities, net27279(153)(252)(90.3)432(282.4)
Other1,5248841,34464072.4(460)(34.2)
Noninterest income, excluding BaaS program income and BaaS indemnification income5,4575,9535,805(496)(8.3)1482.5
Servicing and other BaaS fees4,7433,8554,40888823.0(553)(12.5)
Transaction fees5,9104,0113,2111,89947.380024.9
Interchange fees6,9334,2522,5832,68163.11,66964.6
Reimbursement of expenses2,4891,1229911,367121.813113.2
BaaS program income20,07513,24011,1936,83551.62,04718.3
BaaS credit enhancements272,839177,76476,37495,07553.5101,390132.8
BaaS fraud enhancements9,8347,16529,5712,66937.3(22,406)(75.8)
BaaS indemnification income282,673184,929105,94597,74452.978,98474.6
Total BaaS income$302,748$198,169$117,138$104,57952.8$81,03169.2
Total noninterest income$308,205$204,122$122,943$104,08351.0%$81,17966.0%

(1) See Note 23, Restatement of Prior Period Financial Statements

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. Servicing and other BaaS fees are typically higher with new partners who have minimum contractual fees. Transaction and interchange fees increase as partner activity increases. As a result, we generally expect servicing and other fees to decrease and transaction and interchange fees to increase as partner activity grows and contracted minimum fees are replaced with recurring fees which then exceed the minimum contractual fees. Increases in BaaS reimbursement of fees offsets increases in noninterest expense from BaaS expenses covered by CCBX partners. 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, 2024, we earned $302.7 million in BaaS fees, which was an increase of $104.6 million, or 52.8%, over the year ended December 31, 2023, where we earned $198.2 million in BaaS fees. The increase over the year ended December 31, 2023 was primarily due to an increase of $95.1 million in BaaS credit enhancements related to the allowance for credit losses and reserve for unfunded commitments and an increase of $2.7 million in BaaS fraud enhancements, and an increase of $6.8 million in total BaaS fee program income, which was the result of increased partner activity.

For the year ended December 31, 2023, we earned $198.2 million in BaaS fees, which was an increase of $81.0 million, or 69.2%, over the year ended December 31, 2022, where we earned $117.1 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 $2.0 million in total BaaS fee program income, which was the result of increased partner activity.

Service Charges and Fees. 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. Service charges and fees were $3.7 million for the year ended December 31, 2024, a decrease of $116,000, or 3.0%, over the prior year primarily due to decreases in point-of-sale fees of $174,000 partially offset by an increase in service charges on deposit accounts of $87,000.

Service charges and fees were $3.9 million for the year ended December 31, 2023, an increase of $50,000, or 1.3%, over the prior year 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.

The following table presents service charges and fees for the periods indicated:

Year Ended December 31,2024 compared to 20232023 compared to 2022
(dollars in thousands)202420232022Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Point of sale fees$2,002$2,176$2,055(174)(8.0)%$1215.9%
Service charges on accounts5875004688717.4326.8
Merchant services487498508(11)(2.2)(10)(2.0)
ATM fees259239218208.4219.6
Overdraft and NSF fees198213310(15)(7.0)(97)(31.3)
Cash management fees7898118(20)(20.5)(20)(16.9)
Other127130127(3)(2.3)32.4
$3,738$3,854$3,804$(116)(3.0)%$501.3%

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 assuming the interest rate risk. 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 fluctuates 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 $168,000 for the year ended December 31, 2024, a decrease of $515,000, or 75.4%, over the year ended December 31, 2023. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

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Loan referral fees were $683,000 for the year ended December 31, 2023, a decrease of $127,000, or 15.7%, over the year ended December 31, 2022. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

Gain 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, however most partner loan sales are at par. Gain on sale of loans may also occur when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and U.S. Department of Agriculture (“USDA”) loans that we originate. This activity fluctuates based on SBA and USDA loan activity.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2024, we recognized an unrealized gain on equity securities of $27,000, compared to the year ended December 31, 2023, when we recognized a $279,000 unrealized holding loss on equity securities. We hold $3.1 million in equity securities focused on entities providing products to the BaaS and financial services space.

During the year ended December 31, 2023, we recognized an unrealized gain on equity securities of $279,000, compared to the year ended December 31, 2022, when we recognized a $153,000 unrealized holding loss on equity securities. We hold $3.0 million in equity securities focused on entities providing products to the BaaS and financial services space.

Other. This category includes a variety of other income-producing activities, credit card fee income, wire transfer fees, interest earned on bank owned life insurance (“BOLI”), and SBA and USDA servicing fees. Other noninterest income increased $640,000, or 72.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, due in part to increased Federal Reserve Bank fee income resulting from higher incoming ACH activity.

Other noninterest income decreased $460,000, or 34.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due in part to the one-time cost of converting an existing BOLI policy to one that will yield higher returns in the future, which reduced BOLI earnings by $212,000.

Noninterest Expense

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

For the year ended December 31, 2024, noninterest expense totaled $246.3 million, an increase of $51.7 million, or 26.6%, compared to $194.6 million for the year ended December 31, 2023. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $117.9 million and increased $10.3 million or 9.5%.

For the year ended December 31, 2023, noninterest expense totaled $194.6 million, an increase of $29.5 million, or 17.9%, compared to $165.0 million for the year ended December 31, 2022. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $107.7 million and increased $25.5 million or 31.0%.

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

Year Ended December 31,2024 compared to 20232023 compared to 2022
(dollars in thousands)20242023 (1)2022Increase (Decrease)Percent ChangeIncrease (Decrease) (1)Percent Change (1)
Salaries and employee benefits$70,084$66,461$52,228$3,6235.5%$14,23327.3%
Legal and professional expenses15,50614,8036,7607034.78,043119.0
Data processing and software licenses15,3139,3496,8165,96463.82,53337.2
Point of sale expense325481368(156)(32.4)11330.7
Occupancy3,9364,1724,219(236)(5.7)(47)(1.1)
FDIC assessments2,8632,5242,85933913.4(335)(11.7)
Director and staff expenses2,1122,1521,711(40)(1.9)44125.8
Excise taxes1,1541,9762,204(822)(41.6)(228)(10.3)
Marketing162517351(355)(68.7)16647.3
Other6,4845,2244,6521,26024.157212.3
Noninterest expense, excluding BaaS loan and BaaS fraud expense117,939107,65982,16810,2809.525,49131.0
BaaS loan expense118,53679,74853,29438,78848.626,45449.6
BaaS fraud expense9,8347,16529,5712,66937.3(22,406)(75.8)
BaaS loan and fraud expense128,37086,91382,86541,45747.74,0484.9
Total noninterest expense$246,309$194,572$165,033$51,73726.6%$29,53917.9%

(1) See Note 23, Restatement of Prior Period Financial Statements

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 $70.1 million for the year ended December 31, 2024, an increase of $3.6 million, or 5.5%, compared to $66.5 million for the year ended December 31, 2023. Salaries and employee benefits expense growth has slowed but continues to increase primarily due to hiring staff for our CCBX segment and additional staff for our ongoing growth initiatives. As our CCBX activities grow, and we invest more in technology we expect some continued growth in number of employees to support these lines of business but we are also working to automate our processes to reduce and/or slow future growth in hiring. As of December 31, 2024, we had 488 full-time equivalent employees, compared to 507 at December 31, 2023.

Salaries and employee benefits were $66.5 million for the year ended December 31, 2023, an increase of $14.2 million, or 27.3%, compared to $52.2 million for the year ended December 31, 2022. 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 business. As of December 31, 2023, we had 507 full-time equivalent employees, compared to 448 at December 31, 2022

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Legal and Professional Expenses. Legal and professional expenses include legal (for contracts, program agreements, regulatory and other business issues, etc.), 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. The expenses also reflect the costs associated with our infrastructure enhancement projects to improve our processing, automate processes, reduce compliance costs and enhance our data management. Legal and professional expenses were $15.5 million for the year ended December 31, 2024 compared to $14.8 million for the year ended December 31, 2023, which is an increase of $703,000, or 4.7%.

Legal and professional expenses were $14.8 million for the year ended December 31, 2023 compared to $6.8 million for the year ended December 31, 2022, an increase of $8.0 million, or 119.0%. The increase in legal and professional expenses were primarily focused on building infrastructure for future growth.

Data Processing and Software Licenses. Data processing and software licenses includes expenses related to obtaining and maintaining software required for our various functions and additional investments in software development and the amortization of those costs. Capitalized software totaled $15.7 million as of December 31, 2024, compared to $5.8 million as of December 31, 2023. 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. Amortization of capitalized software totaled $3.0 million for the year ended December 31, 2024, compared to $754,000 for the year ended December 31, 2023. Data processing costs were $15.3 million for the year ended December 31, 2024, compared to $9.3 million for the year ended December 31, 2023, an increase of $6.0 million, or 63.8%.

Data processing costs were $9.3 million for the year ended December 31, 2023, compared to $6.8 million for the year ended December 31, 2022, an increase of $2.5 million, or 37.2% due to higher data processing expenses resulting from growth and the addition of new products as well as increased investments in technology to automate and create efficiencies.

Occupancy Expenses. Occupancy expenses were $3.9 million for the year ended December 31, 2024, compared to $4.2 million for the year ended December 31, 2023, a decrease of $236,000, or 5.7%. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $1.5 million and $1.6 million for years ended December 31, 2024 and 2023, respectively. The decrease of $236,000 in occupancy expenses for 2024 compared to 2023, was primarily the result of $157,000 less in maintenance and repairs expenses. Occupancy expenses rent, utilities, janitorial and other maintenance expenses, property insurances and taxes. Also included is depreciation on building, leasehold, furniture, fixtures and equipment. Our hybrid and remote workforce has increased, which helps keep some occupancy expenses down, however do expect occupancy expenses to increase as we continue to grow.

Occupancy expenses were $4.2 million for the year ended December 31, 2023, compared to $4.2 million for the year ended December 31, 2022, a decrease of $47,000, or 1.1%. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $2.3 million and $1.8 million for years ended December 31, 2023 and 2022, respectively.

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 for the community bank and in BaaS program income for CCBX. Point of sale expenses were $325,000 for the year ended December 31, 2024, compared to $481,000 for the year ended December 31, 2023, a decrease of $156,000, or 32.4%.

Point of sale expenses were $481,000 for the year ended December 31, 2023, compared to $368,000 for the year ended December 31, 2022, an increase of $113,000, or 30.7%

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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. On October 18, 2022 the FDIC finalized an increase of two 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 reserve ratio of the Deposit 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%. The reserve ratio is 1.21% as of June 30, 2024. The reserve ratio is negatively affected by growth in assets and bank failures. FDIC assessments were $2.9 million for the year ended December 31, 2024, compared to $2.5 million for the year ended December 31, 2023, an increase of $339,000, or 13.4%.

FDIC assessments were $2.5 million for the year 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 $2.1 million for the year ended December 31, 2024 compared to $2.2 million for the year ended December 31, 2023, a decrease of $40,000, or 1.9%.

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 $441,000, or 25.8%. In 2023, we saw an increase in these expenses as 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 other states is also removed to arrive at the taxable base. Although excise taxes increased as a result of increased income subject to excise taxes, expense was down compared to last year as a result of an apportionment study to quantify revenue earned outside the state of Washington that resulted in a $1.2 million refund during the second quarter of 2024. CCBX income is sourced to the state where the partner does business, and the majority of partners are located outside the state of Washington. Therefore, taxes we paid on CCBX income sourced to other states was in excess of what was actually owed. Excise taxes were $1.2 million for the year ended December 31, 2024, compared to $2.0 million for the year ended December 31, 2023, a decrease of $822,000, or 41.6%.

Excise taxes were $2.0 million for the year ended December 31, 2023, compared to $2.2 million for the year ended December 31, 2022, a decrease of $228,000, or 10.3%.

Marketing. Marketing and promotion costs were $162,000 for the year ended December 31, 2024, compared to $517,000 for the year ended December 31, 2023, a decrease of $355,000, or 68.7%. Marketing and promotion costs will vary depending upon the deployment of 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 marketing plan.

Marketing and promotion costs were $517,000 for the year ended December 31, 2023, compared to $351,000 for the year ended December 31, 2022, an increase of $166,000, or 47.3%

Other. This category includes dues and memberships, office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officer’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 $6.5 million for the year ended December 31, 2024, compared to $5.2 million for the year ended December 31, 2023, an increase of $1.3 million, or 24.1%. The increase was due to $600,000 for exit costs associated with a fraud/compliance vendor, higher business development & sponsorships, and increased operational losses of which $120,000 was a nonrecurring one-time loss.

Other noninterest expense increased to $5.2 million for the year ended December 31, 2023, compared to $4.7 million for the year ended December 31, 2022, an increase of $572,000, or 12.3%. The increase was largely due to overall increases resulting from growth for the year ended December 31, 2023, as compared to the same period last year.

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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 BaaS loan and fraud expense is partner loan expense including overdraft balances and BaaS 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 recorded when incurred as losses in noninterest expense, and the reimbursement 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, 2024, BaaS loan and fraud expense was $128.4 million, compared to $86.9 million for the year ended December 31, 2023 and $82.9 million for the year ended December 31, 2022 as a result of increased partner activity. 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 periods indicated, the BaaS loan and fraud expenses:

Year Ended December 31,2024 compared to 20232023 compared to 2022
(dollars in thousands)20242023 (1)2022Increase (Decrease)Increase (Decrease) (1)
BaaS loan expense$118,536$79,748$53,294$38,788$26,454
BaaS fraud expense9,8347,16529,5712,669(22,406)
Total BaaS loan and fraud expense$128,370$86,913$82,865$41,457$4,048

(1) See Note 23, Restatement of Prior Period Financial Statements

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.

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023. For the year ended December 31, 2024, income tax expense totaled $12.1 million, compared to $12.6 million for the year ended December 31, 2023. Our effective tax rates for the years ended December 31, 2024, and 2023, was 21.1% and 22.0%, respectively. The $456,000 decrease in income tax expense, despite higher net income, was a result of the deductibility of certain equity awards.

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. For the year ended December 31, 2023, income tax expense totaled $12.6 million, compared to $10.0 million for the year ended December 31, 2022. Our effective tax rate for the year ended December 31, 2022 was 19.7%.

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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 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 had 24 relationships, at varying stages, including three signed letters of intent as of December 31, 2024. 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 previously 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, 2024December 31, 2023 (1)
(dollars in thousands)Community BankCCBXTreasury & AdministrationConsolidatedCommunity BankCCBXTreasury & AdministrationConsolidated
Assets
Cash and due from banks$4,510$10,894$437,109$452,513$4,702$9,601$468,825$483,128
Intrabank asset$$411,768$(411,768)$$$653,178$(653,178)$
Securities47,32147,321150,364150,364
Loans held for sale20,60020,600
Total loans receivable1,882,9881,603,5773,486,5651,830,1541,191,3883,021,542
Allowance for credit losses(18,924)(158,070)(176,994)(21,595)(95,786)(117,381)
All other assets28,273211,03851,892291,20330,169138,54343,640212,352
Total assets$1,896,847$2,099,807$124,554$4,121,208$1,843,430$1,896,924$9,651$3,750,005
Liabilities
Total deposits$1,521,244$2,064,088$$3,585,332$1,497,601$1,862,762$$3,360,363
Total borrowings47,88447,88447,73447,734
Intrabank liability$367,540$$(367,540)$$338,614$$(338,614)$
All other liabilities8,06235,7205,50649,2887,21534,1625,55346,930
Total liabilities$1,896,846$2,099,808$(314,150)$3,682,504$1,843,430$1,896,924$(285,327)$3,455,027

(1) See Note 23, Restatement of Prior Period Financial Statements

Community Bank

Community bank total assets as of December 31, 2024 increased $53.4 million, or 2.9%, to $1.90 billion, compared to $1.84 billion as of December 31, 2023. Loans receivable net of deferred fees for the community bank segment increased $52.8 million, or 2.9%, to $1.88 billion as of December 31, 2024, compared to $1.83 billion as of December 31, 2023. The increase in community bank loans receivable was the result of gross loan growth of $51.8 million. Total community bank deposits increased $23.6 million, or 1.58%, to $1.52 billion, as of December 31, 2024, compared to $1.50 billion as of December 31, 2023. The overall increase in community bank deposits was a result of exception pricing tactics added as a strategy at the end of the first quarter of 2024 to retain deposits and more effectively compete in the market. Our cost of deposits for the community bank increased to 1.80% for the year ended December 31, 2024, compared to 1.14% for the year ended December 31, 2023, partially as a result of such measures and also due to higher interest rates.

CCBX

CCBX total assets as of December 31, 2024 increased $202.9 million, or 10.7%, to $2.10 billion, compared to $1.90 billion as of December 31, 2023. During the year ended December 31, 2024, $1.55 billion in CCBX loans were transferred to loans held for sale, with $1.52 billion in loans sold and $20.6 million loans remaining in loans held for sale as of December 31, 2024 compared to none at December 31, 2023. We continue to sell loans back to the originating partner as part of our strategy to balance partner and lending limits, and manage the loan portfolio and credit quality. Additionally, we retain a portion of the fee income for our role in processing transactions on sold credit card balances. This is expected to provide an on-going and passive revenue stream with no on balance sheet risk. Total CCBX loans receivable increased $412.2 million, or 34.6%, to $1.60 billion as of December 31, 2024, compared to $1.19 billion as of December 31, 2023. The increase in loans receivable was

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the result of increased activity with CCBX partners. After deliberately reducing our other consumer and other loans portfolio during the third and fourth quarters of 2023 and first quarter of 2024 in an effort to optimize our loan portfolio, we have built back the CCBX portfolio with new loans that are more aligned with our long term objectives. CCBX allowance for credit losses increased to $158.1 million as of December 31, 2024, compared to $95.8 million as of December 31, 2023, as a result of increased loan balances and the mix of loans with increased loss rates which has increased the allowance calculation/requirement. CCBX partner agreements provide for credit enhancements that cover $223.0 million, or 97.4%, of the total gross charge-offs on CCBX loans for the twelve months ended December 31, 2024. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. Total CCBX deposits increased $201.3 million, or 10.8%, to $2.06 billion, compared to $1.86 billion as of December 31, 2023, as a result of growth within the CCBX relationships. This does not include an additional $273.2 million in CCBX deposits that were transferred off balance sheet to provide for increased FDIC insurance coverage to certain customers and to manage concentration levels, compared to $69.4 million as of December 31, 2023.

Treasury & Administration

Treasury & administration total assets as of December 31, 2024 increased $114.9 million, or 1,190.6%, to $124.6 million, compared to $9.7 million as of December 31, 2023. Total securities decreased $103.0 million, or 68.5%, to $47.3 million as of December 31, 2024, compared to $150.4 million as of December 31, 2023, as a result of maturing AFS securities. Total borrowings were $47.9 million as of December 31, 2024 and $47.7 million as of December 31, 2023.

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The following table presents summary financial information for each segment for the periods indicated.

Year Ended
December 31, 2024December 31, 2023 (1)December 31, 2022
(dollars in thousands)Community BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotal
INTEREST INCOME AND EXPENSE
Interest income$123,735$248,286$24,756$396,777$106,983$197,306$18,930$323,219$80,544$102,808$8,818$192,170
Interest income (expense) intrabank transfer(21,265)30,221(8,956)(10,404)19,071(8,667)7964,106(4,902)
Interest expense26,89794,0352,817123,74917,35471,6462,64491,6442,89616,1081,39120,395
Net interest income75,573184,47212,983273,02879,225144,7317,619231,57578,44490,8062,525171,775
Provision for credit losses - loans(2,130)277,793275,6631,322182,721184,04371978,34579,064
(Recapture)/Provision for unfunded commitments7571,1871,944(211)160(51)
Net interest income after provision (recovery) for credit losses - loans and unfunded commitments76,946(94,508)12,983(4,579)78,114(38,150)7,61947,58377,72512,4612,52592,711
NONINTEREST INCOME
Service charges and fees3,691473,7383,810443,8543,757473,804
Other income751768921,7191,1654335012,0991,4113562342,001
BaaS program income20,07520,07513,24013,24011,19311,193
BaaS indemnification income282,673282,673184,929184,929105,945105,945
Noninterest income4,442302,871892308,2054,975198,646501204,1225,168117,541234122,943

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Year Ended
December 31, 2024December 31, 2023 (1)December 31, 2022
(dollars in thousands)Community BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotalCommunity BankCCBXTreasury & AdministrationTotal
NONINTEREST EXPENSE
Salaries and employee benefits24,43228,90916,74370,08424,10425,15917,19866,46120,47618,00713,74552,228
Occupancy3,4013332023,9363,7413211104,1723,8432571194,219
Data processing and software licenses4,7594,0296,52515,3134,5952,3212,4339,3493,2851,8061,7256,816
Legal and professional expenses998,9046,50315,5061,5809,6453,57814,8032133,1633,3846,760
Other expense3,8454,7274,52813,1003,9543,7595,16112,8745,2021,2855,65812,145
BaaS loan expense118,536118,53679,74879,74853,29453,294
BaaS fraud expense9,8349,8347,1657,16529,57129,571
Total noninterest expense36,536175,27234,501246,30937,974128,11828,480194,57233,019107,38324,631165,033
Net income before income taxes$44,852$33,091$(20,626)$57,317$45,115$32,378$(20,360)$57,133$49,874$22,619$(21,872)$50,621
Income taxes8,8707,999(4,771)12,0989,9137,116(4,475)12,55410,0684,248(4,320)9,996
Net Income35,98225,092(15,855)45,21935,20225,262(15,885)44,57939,80618,371(17,552)40,625

(1) See Note 23, Restatement of Prior Period Financial Statements

Community Bank

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023. Net interest income for the community bank was $75.6 million for the year ended December 31, 2024, a decrease of $3.7 million, or 4.6%, compared to $79.2 million for the year ended December 31, 2023. The decrease in net interest income was largely due to increased interest expense on deposit accounts due to higher interest rates, partially offset by an increase in interest on loans receivable resulting from growth and higher loan yield. As a result of the community bank having higher average loans than deposits for the year ended December 31, 2024 compared to the year ended December 31, 2023, intrabank interest expense for the community bank was $21.3 million for the year ended December 31, 2024, compared to intrabank interest expense of $10.4 million for the year ended December 31, 2023. There was a recapture of the provision for credit losses - loans for the community bank of $2.1 million for the year ended December 31, 2024, compared to a provision for credit losses -loans of $1.3 million for the year ended December 31, 2023. Net charge-offs to average loans for the community bank segment have remained consistently low and were 0.03% and 0.00% for the year ended December 31, 2024, and 2023, respectively. Noninterest income for the community bank was $4.4 million for the year ended December 31, 2024, a decrease of $533,000, or 10.7%, compared to $5.0 million for the year ended December 31, 2023. Loan referral fees decreased $515,000 for the year ended December 31, 2024 compared to the year ended December 31, 2023. The recognition of loan referral fees fluctuates in response to market conditions and as 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 decreased $1.4 million, or 3.8%, to $36.5 million as of December 31, 2024, compared to $38.0 million as of December 31, 2023. The decrease in noninterest expense is largely due to lower legal and professional expenses as some of our risk management infrastructure projects are being completed. We continue to invest in our infrastructure and automation of our processes so that they are scalable.

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Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. Net interest income for the community bank was $79.2 million for the year ended December 31, 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 is 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 the 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 for the year ended December 31, 2023, compared to $719,000 for the year ended December 31, 2022, as a result of loan growth. Net charge-offs to average loans for the community bank segment have remained consistently low and were 0.00% and 0.03% for the twelve months ended December 31, 2023, and 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 as 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 $5.0 million, or 15.0%, to $38.0 million as of December 31, 2023, compared to $33.0 million as of December 31, 2022. The increase is largely due to increased 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.

CCBX

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023. Net interest income for CCBX was $184.5 million for the year ended December 31, 2024, an increase of $39.8 million, or 27.5%, compared to $144.7 million for the year ended December 31, 2023. The increase in net interest income was due to loan growth from active CCBX relationships. During the year ended December 31, 2024, we sold $1.52 billion in CCBX loans as part of our strategy to optimize our CCBX portfolio and manage credit quality, portfolio limits and partner limits. We are retaining a portion of the transaction processing fee income on sold credit card balances which provides on-going passive income without balance sheet risk. As a result of having higher average deposits than loans for the year ended December 31, 2024 compared to the year ended December 31, 2023, intrabank interest income for CCBX was $30.2 million for the year ended December 31, 2024, compared to $19.1 million for the year ended December 31, 2023. Provision for credit losses - loans was $277.8 million for the year ended December 31, 2024, compared to $182.7 million for the year ended December 31, 2023, as a result of loan origination growth and as a result of the mix of loan balances with increased loss rates which has impacted the allowance calculation. Noninterest income for CCBX was $302.9 million for the year ended December 31, 2024, an increase of $104.2 million, or 52.5%, compared to $198.6 million for the year ended December 31, 2023, due to an increase of $95.1 million in BaaS credit enhancements related to the allowance for credit losses, $6.8 million increase in total BaaS program income, which was the result of increased activity with our CCBX partners, and a $2.7 million increase in BaaS fraud enhancements as a result of lower fraud. Noninterest expenses for CCBX increased $47.2 million, or 36.8%, to $175.3 million as of December 31, 2024, compared to $128.1 million as of December 31, 2023. The increase in noninterest expense was largely due to growth from active CCBX relationships resulting in an increase in BaaS loan expense and salaries and benefits, for the year ended December 31, 2024, compared to the year ended December 31, 2023. For more information on the accounting for BaaS income and expenses see the section titled “CCBX – BaaS Reporting Information.”

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. Net interest income for CCBX was $144.7 million for the year ended December 31, 2023, an increase of $53.9 million, or 59.4%, 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 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

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$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 higher loss rates from CCBX partners. Noninterest income for CCBX was $198.6 million for the year ended December 31, 2023, an increase of $81.1 million, or 69.0%, compared to $117.5 million for the year ended December 31, 2022, due to an increase of $2.0 million in BaaS fee program income, which was the result of increased activity with Baas partners, including $101.4 million in BaaS credit enhancements related to the allowance for credit losses, and $22.4 million in BaaS fraud enhancements. Noninterest expenses for CCBX increased $20.7 million, or 19.3%, to $128.1 million as of December 31, 2023, compared to $107.4 million as of December 31, 2022. The increase in noninterest expense is largely due to growth 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.

Treasury & Administration

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023. Net interest income for treasury & administration was $13.0 million for the year ended December 31, 2024, an increase of $5.3 million, or 70.4%, compared to $7.6 million for the year ended December 31, 2023, as a result of increased balances on interest earning assets and higher interest rates. Noninterest income increased $391,000, or 78.0%, to $892,000 for the year ended December 31, 2024, compared to $501,000 for the year ended December 31, 2023. Noninterest expense increased $6.0 million, or 21.1%, to $34.5 million for the year ended December 31, 2024, compared to $28.5 million for the year ended December 31, 2023, largely as a result of increased data processing and software license expense as a result of growth, partially offset by the $1.2 million credit in excise taxes due to the refund from the State of Washington as a result of an apportionment study we completed to quantify revenue earned outside of the state of Washington.

Year Ended December 31, 2023, Compared to Year Ended December 31, 2022. 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 increased $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 $371.2 million to $4.12 billion, or 9.9% at December 31, 2024, compared to $3.75 billion at December 31, 2023. This increase was largely the result of a $465.0 million increase in loans receivable, partially offset by a decrease of $99.5 million in AFS securities and a decrease of $35.8 million in interest earning deposits with other banks.

Loans Held For Sale

During the year ended December 31, 2024, $1.55 billion in CCBX loans were transferred to loans held for sale, with $1.52 billion in loans sold at par during the year ended December 31, 2024. As of December 31, 2024 there were $20.6 million in loans held for sale and none as of December 31, 2023.

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 primarily 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, 2024, loans receivable totaled $3.49 billion, an increase of $465.0 million, or 15.4%, compared to December 31, 2023. Total loans receivable is net of $6.5 million in net deferred origination fees. The increase includes CCBX loan growth of $412.2 million, or 34.6%, and community bank loan growth of $51.8 million, or 2.8%.

Loans as a percentage of deposits were 97.8% as of December 31, 2024, compared to 89.9% as of December 31, 2023. We remain 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,
20242023 (1)
(dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
Capital call lines$109,0173.1%$87,4942.9%
All other commercial & industrial loans184,3565.3203,7976.7
Total commercial and industrial loans:293,3738.4291,2919.6
Real estate loans:
Construction, land and land development148,1984.2157,1005.2
Residential real estate469,77113.4463,42615.3
Commercial real estate1,374,80139.41,303,53343.0
Consumer and other loans1,206,87634.6813,49226.9
Gross loans receivable3,493,019100.0%3,028,842100.0%
Net deferred origination fees(6,454)(7,300)
Loans receivable$3,486,565$3,021,542
Loan Yield11.20%10.36%

(1) See Note 23, Restatement of Prior Period Financial Statements

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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, 2024December 31, 2023
(dollars in thousands)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Commercial and industrial loans$150,3958.0%$149,5028.2%
Real estate loans:
Construction, land and land development loans148,1987.8157,1008.5
Residential real estate loans202,06410.7225,39112.3
Commercial real estate loans1,374,80172.81,303,53370.9
Consumer and other loans:
Other consumer and other loans13,5420.71,6280.1
Gross Community Bank loans receivable1,889,000100.0%1,837,154100.0%
Net deferred origination fees(6,012)(7,000)
Loans receivable$1,882,988$1,830,154
Loan Yield6.54%6.20%
CCBXAs of
December 31, 2024December 31, 2023 (2)
(dollars in thousands)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Capital call lines$109,0176.8%$87,4947.3%
All other commercial & industrial loans33,9612.154,2954.6
Real estate loans:
Residential real estate loans267,70716.7238,03520.0
Consumer and other loans:
Credit cards528,55433.0505,83742.4
Other consumer and other loans664,78041.4306,02725.7
Gross CCBX loans receivable1,604,019100.0%1,191,688100.0%
Net deferred origination (fees) costs(442)(300)
Loans receivable$1,603,577$1,191,388
Loan Yield (1)17.39%16.30%

(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.

(2)See Note 23, Restatement of Prior Period Financial Statements

Commercial and Industrial Loans. Commercial and industrial loans increased $2.1 million, or 0.7%, to $293.4 million as of December 31, 2024, from $291.3 million as of December 31, 2023. The increase in commercial and industrial loans receivable over December 31, 2023 was due to an increase of $21.5 million in capital call lines partially offset by a $19.4 million decrease in other commercial and industrial loans.

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 income. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable, inventory or equipment, and we generally obtain personal guarantees on these loans. Commercial and industrial loans included $48.6 million in loans to financial institutions as of December 31, 2024, and December 31, 2023.

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Included in the commercial and industrial loan balance is $109.0 million and $87.5 million in capital call lines resulting from relationships with our CCBX partners as of December 31, 2024 and December 31, 2023, respectively, and $34.0 million and $54.3 million in CCBX other commercial loans as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024 there was $150.4 million in community bank commercial and industrial loans compared to $149.5 million at December 31, 2023.

Construction, Land and Land Development Loans. Construction, land and land development loans decreased $8.9 million, or 5.7%, to $148.2 million as of December 31, 2024, from $157.1 million as of December 31, 2023. The decrease is attributed in part to the completion of projects related to these community bank loans.

Unfunded loan commitments for construction, land and land development loans were $47.8 million at December 31, 2024, compared to $113.5 million at December 31, 2023. Although we have seen a strong commercial and residential real estate market in the Puget Sound region in 2024, the economic environment is continuously changing with bank failures and mergers, inflation, higher interest rates, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters and trade issues that have resulted in 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. As of December 31, 2024, construction, land and land development loans included $83.2 million in commercial construction loans, $40.9 million in residential construction loans, $15.4 million in other construction, land and land development loans and $8.7 million in undeveloped land loans, compared to $81.5 million in commercial construction loans, $34.2 million in residential construction loans and $33.5 million in other construction, land and land development loans and $7.9 million in undeveloped land loans as of December 31, 2023.

Residential Real Estate Loans. Our one-to-four family residential real estate loans increased $6.3 million, or 1.4%, to $469.8 million as of December 31, 2024, from $463.4 million as of December 31, 2023 due to a decrease of $23.3 million in community bank loans partially offset by an increase of $29.7 million in CCBX loans.

As of December 31, 2024, there were $267.7 million in CCBX home equity loans included in residential real estate, compared to $238.0 million at December 31, 2023. These home equity lines of credit are secured by residential real estate and are accessed by using a credit card. These are first and second lien residential loans and require 18 months of home ownership. Term lengths are up to 30 years and lines range from $50,000 to $400,000. We sold $506.7 million in CCBX residential real estate loans during the year ended December 31, 2024.

In the past, we have purchased residential mortgages originated through other financial institutions to hold for investment for purposes of diversifying our residential mortgage loan portfolio, meeting certain regulatory requirements and increasing our interest income. We last purchased residential mortgage loans in 2018. As of December 31, 2024 and December 31, 2023, we held $6.1 million and $8.1 million, respectively, in purchased residential real estate mortgage loans. These 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.

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.

Commercial Real Estate Loans. Commercial real estate loans increased $71.3 million, or 5.5%, to $1.37 billion as of December 31, 2024, from $1.30 billion as of December 31, 2023.

These increases, which occurred across the various segments of our portfolio, were due to our commitment to continue growing the portfolio in the Puget Sound region. We actively seek commercial real estate loans in our markets and our lenders are experienced in competing for these loans and managing these relationships.

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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, hotels and motels, low rise 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, 2024, approximately 33.0% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 39.4% of our loan portfolio at December 31, 2024 and are a large source of revenue. As of December 31, 2024, we held $20.1 million in purchased commercial real estate loans, compared to $43.0 million at December 31, 2023. 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 $393.5 million, or 48.4%, to $1.21 billion, from $813.5 million as of December 31, 2023, as a result of growth in CCBX loans originated through our partners. We sold $850.9 million in CCBX credit cards loans and $167.3 million in CCBX consumer and other loans during the year ended December 31, 2024. We expect that we will continue to sell CCBX loans as part of our on-going strategy to manage the loan portfolio and credit quality. New loans are being booked with enhanced credit standards, which typically results in a lower interest rate than some of the higher risk loans that have paid off or that we have chosen to sell.

CCBX consumer loans totaled $1.19 billion as of December 31, 2024, compared to $811.9 million at December 31, 2023. CCBX consumer loans include cash secured and unsecured consumer loans, loan products designed to help consumers build credit, lines of credit, credit cards, other loans and overdrafts. Consumer credit cards are open-ended and have interest rates ranging from 7.75% to the maximum rate allowable by state. For short-term consumer loans, both secured and unsecured options are available and typically have fully-amortizing terms ranging from three months to five years. Interest rates can be fixed or variable and range from 3.99% to the maximum allowable rate by state.

Our community bank consumer and other loans totaled $13.5 million as of December 31, 2024, compared to $1.6 million at December 31, 2023 and are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

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, 2024
(dollars in thousands)Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue After Fifteen YearsGross Loans
Commercial and industrial loans:
Capital call lines$104,017$5,000$$$109,017
All other commercial and industrial loans37,23893,74353,375184,356
Real estate loans:
Construction, land and land development loans109,53024,47814,028162148,198
Residential real estate loans46,774294,74484,27643,977469,771
Commercial real estate loans78,438472,794729,25394,3161,374,801
Consumer and other loans113,6431,037,30355,7951351,206,876
Total$489,640$1,928,062$936,727$138,590$3,493,019

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The following table sets forth all loans at December 31, 2024, that are due after December 31, 2025, and have either fixed interest rates or floating or adjustable interest rates:

(dollars in thousands)Fixed RatesFloating or AdjustableRatesTotal
Commercial and industrial loans:
Capital call lines$5,000$5,000
All other commercial and industrial loans84,94362,175147,118
Real estate loans:
Construction, land and land development loans6,56232,10638,668
Residential real estate loans62,616360,381422,997
Commercial real estate loans405,758890,6051,296,363
Consumer and other loans568,546524,6871,093,233
Total$1,128,425$1,874,954$3,003,379

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 $3.49 billion in outstanding loan balances. When combined with $1.96 billion in unused commitments the total of these categories is $5.46 billion. However, total exposure on CCBX loans is subject to portfolio and partner maximum limits and adjusted for those limits, unused commitments are limited to $750.8 million. 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, 2024:

(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$405,561$4,953$410,5147.5%$3,937103
Hotel/Motel154,69168154,7592.86,72623
Convenience Store139,735575140,3102.62,32960
Office122,8977,687130,5842.41,36690
Retail103,312414103,7261.9993104
Warehouse103,130103,1301.91,74859
Mixed use91,6075,36596,9721.81,16079
Mini Storage80,83710,18391,0201.73,67422
Strip Mall43,89443,8940.86,2717
Manufacturing37,6171,20038,8170.71,29729
Groups 0.70% of total91,5203,77795,2971.71,17378
Total$1,374,801$34,222$1,409,02325.8%$2,102654

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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 $1,000.

The following table summarizes our exposure by category for our consumer and other loan portfolio as of December 31, 2024:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitment (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
CCBX consumer loans
Installment loans$656,797$15,806$672,603$1,774,53312.3%$1.0690,596
Credit cards528,554717,1981,245,752820,00022.81.8301,799
Lines of credit72217235,3980.01.4524
Other loans7,2617,261n/a0.1163,026
Community bank consumer loans
Lines of credit181344525n/a0.05.732
Installment loans1,91721,919n/a0.168.528
Other loans11,4442,40013,844n/a0.330.6374
Total$1,206,876$735,751$1,942,627$2,599,93135.6%$1.01,156,379

(1)Total exposure on CCBX loans is subject to portfolio maximum limits.

The following table summarizes our exposure by category for our residential real estate portfolio as of December 31, 2024:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitment (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
CCBX residential real estate loans
Home equity line of credit$267,707$453,369$721,076$375,00013.2%$2710,092
Community bank residential real estate loans
Closed end, secured by first liens165,4332,080167,513n/a3.1537308
Home equity line of credit25,50643,10268,608n/a1.3109234
Closed end, second liens11,12596512,090n/a0.237130
Total$469,771$499,516$969,287$375,00017.8%$4410,664

(1)Total exposure on CCBX loans is subject to portfolio maximum limits.

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The following table summarizes our concentration by industry for our commercial and industrial loan portfolio as of December 31, 2024:

(dollars in thousands)Outstanding BalanceAvailable Loan Commitments (1)Total Outstanding Balance & Available Commitment (1)CCBX Portfolio Maximum Limit (1)% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
CCBX C&I Loans
Capital Call Lines$109,017$550,948$659,965$350,00012.1%$808135
Retail and other loans33,96019,10453,064480,0691.0113,064
Community bank C&I Loans
Construction/Contractor Services24,36736,34360,710n/a1.1121202
Financial Institutions48,64848,648n/a0.94,05412
Medical / Dental / Other Care7,0742,6419,715n/a0.254413
Manufacturing5,6044,58110,185n/a0.214738
Groups 0.20% of total64,70331,92096,623n/a1.7246263
Total$293,373$645,537$938,910$830,06917.2%$793,727

(1)Total exposure on CCBX loans is subject to portfolio maximum limits.

The following table details our concentration by category for our construction, land and land development loan portfolio as of December 31, 2024:

(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$83,216$30,500$113,7162.1%$6,93512
Residential construction40,94010,87351,8130.92,40817
Undeveloped land loans8,6654,81613,4810.261914
Developed land loans8,3054568,7610.248917
Land development7,0721,1578,2290.264311
Total$148,198$47,802$196,0003.6%$2,08771

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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. We continue to refine our credit approach with partners, widening the scope of loans that we are moving to nonaccrual status. Additionally, some CCBX partners have instituted a collection practice that places certain loans on nonaccrual status to improve collectability. As of December 31, 2024, $17.2 million in CCBX nonaccrual loans were less than 90 days past due.

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 lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have 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 $62.7 million, or 1.52%, in nonperforming assets as of December 31, 2024, compared to $53.8 million, or 1.44%, as of December 31, 2023. This includes $43.1 million in CCBX loans more than 90 days past due and still accruing interest as of December 31, 2024, compared to $46.5 million at December 31, 2023. All of our nonperforming assets were nonperforming loans as of December 31, 2024 and December 31, 2023. The increase in nonperforming assets was due to an increase in CCBX nonaccrual loans of $19.5 million as a result of a new collection practice that places certain loans on nonaccrual status to improve collectability, $17.2 million of these loans are less than 90 days past due as of December 31, 2024. This increase was partially offset by a $3.4 million decrease in CCBX partner loans that are 90 days or more past due and still accruing interest, and a decrease in community bank nonaccrual loans of $7.2 million during the twelve months ended December 31, 2024. The balance of our nonperforming assets increased as a result of certain CCBX loans that are less than 90 days past due, which were placed on nonaccrual status. Our nonperforming loans to loans receivable ratio was 1.80% at December 31, 2024, compared to 1.78% at December 31, 2023.

Our community bank credit quality remains strong, as demonstrated by the low level of community bank nonperforming loan balances for the year ended December 31, 2024. 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 180 days past due for revolving loans (primarily credit cards). CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio.

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

(dollars in thousands)December 31, 2024December 31, 2023 (1)
Nonaccrual loans:
Commercial and industrial loans$334$
Real estate loans:
Construction, land and land development
Residential real estate170
Commercial real estate7,145
Consumer and other loans:
Credit cards10,262
Other consumer and other loans8,967
Total nonaccrual loans19,5637,315
Accruing loans past due 90 days or more:
Commercial & industrial loans1,0062,086
Real estate loans:
Residential real estate loans2,6081,115
Consumer and other loans:
Credit cards34,49034,835
Other consumer and other loans4,9898,486
Total accruing loans past due 90 days or more43,09346,522
Total nonperforming loans62,65653,837
Real estate owned
Repossessed assets
Total nonperforming assets$62,656$53,837
Total nonaccrual loans to loans receivable0.56%0.24%
Total nonperforming loans to loans receivable1.80%1.78%
Total nonperforming assets to total assets1.52%1.44%

(1) See Note 23, Restatement of Prior Period Financial Statements

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The following tables detail the community bank and CCBX nonperforming assets which are included in the total nonperforming assets table above.

Community BankAs of
(dollars in thousands)December 31, 2024December 31, 2023
Nonaccrual loans:
Commercial and industrial loans$100$
Real estate:
Residential real estate170
Commercial real estate7,145
Total nonaccrual loans1007,315
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more
Total nonperforming loans1007,315
Other real estate owned
Repossessed assets
Total nonperforming assets$100$7,315
Total nonperforming community bank loans to total loans receivable%0.24%
CCBXAs of
(dollars in thousands)December 31, 2024December 31, 2023 (1)
Nonaccrual loans:
Commercial and industrial loans:
All other commercial & industrial loans$234$
Consumer and other loans:
Credit cards$10,262$
Other consumer and other loans8,967
Total nonaccrual loans19,463
Accruing loans past due 90 days or more:
Commercial & industrial loans1,0062,086
Real estate loans:
Residential real estate loans2,6081,115
Consumer and other loans:
Credit cards34,49034,835
Other consumer and other loans4,9898,486
Total accruing loans past due 90 days or more43,09346,522
Total nonperforming loans62,55646,522
Other real estate owned
Repossessed assets
Total nonperforming assets$62,556$46,522
Total nonperforming CCBX loans to total loans receivable1.79%1.54%

(1) See Note 23, Restatement of Prior Period Financial Statements

As of December 31, 2024, $60.8 million of the $62.6 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

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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 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 nonaccrual 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, 2024, the allowance for credit losses totaled $177.0 million, or 5.08% of total loans. As of December 31, 2023, the allowance for credit losses totaled $117.4 million, or 3.88% of total loans.

The increase in the Company’s allowance for credit losses for the year ended December 31, 2024 compared to December 31, 2023, was largely related to the growth and composition for CCBX partner loans. During the year ended December 31, 2024, a $277.8 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 recapture for credit losses - loans of $2.1 million was needed for the year ended December 31, 2024, largely due to the resolution and recapture of a specific allowance and a change in the average remaining life of community bank loans. The economic environment is continuously changing with bank failures and mergers, inflation, higher interest rates, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment, natural disasters, and trade issues that have resulted in 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 credit losses.

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, 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 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.

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The credit enhancement asset is an amount due from CCBX partners related to losses in the loan portfolio. It is determined by the provision for credit and other losses, such as fraud, and increases due to credit loss recoveries, which is ultimately reduced as partners reimburse for incurred losses. Identified below is the portion of incurred losses that are pending settlement with partners as of each period indicated. The CCBX provision for credit losses and CCBX net-charge-offs include partner accounts that are not covered by credit enhancement, therefore those items are included on a separate line item to reflect the exclusion from the credit enhancement asset. At December 31, 2024 the Company was responsible for credit losses on approximately 5% of a $324.6 million CCBX loan portfolio and represented $20.6 million in loans. The table below shows the activity in the credit enhancement asset for the periods indicated:

As of or for the Twelve Months Ended December 31,
(dollars in thousands)20242023 (1)
Credit enhancement at beginning of period112,89453,377
CECL Day 1 Adjustment4,465
CCBX Provision for credit losses - loans277,793182,721
CCBX Provision for credit losses - unfunded commitments1,187160
Credit losses settled with partner during period(228,537)(151,933)
Credit recoveries settled with partner during period13,0277,442
Net losses pending settlement with partner5,99818,156
Net (provision) charge-offs without credit enhancement(472)(1,494)
Credit enhancement at end of period181,890112,894

(1) See Note 23, Restatement of Prior Period Financial Statements

Many CCBX partners also pledge a cash reserve account at the Bank as collateral for loss exposure which the Bank can collect from when losses occur that is then replenished by the partner on a regular interval. Credit losses and recoveries typically flow through the cash reserve account. These cash reserve accounts are included in total deposits on the balance sheet. 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 obligation then the Bank would be exposed to additional loan and deposit losses if the cash flows on the loans were not sufficient to fund the reimbursement of loan losses, as a result of this counterparty risk. If a CCBX partner does not replenish their cash reserve account the Bank may consider an alternative plan for funding the cash reserve, such as adjusting the funding amounts or timelines to better align with the partner's specific situation. If a mutually agreeable funding plan is not achieved then the Bank could declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would evaluate any remaining credit enhancement asset from the CCBX partner in the event the partner failed to fulfill its obligations and would determine if a write-off is appropriate. If a write-off occurs, the Bank would retain the full yield and any fee income on the loan portfolio going forward, and our BaaS loan expense would decrease once default occurs and payments to the CCBX partner are stopped.

The following table presents, as of and for the periods indicated, net charge-off information by segment:

Year Ended
December 31, 2024December 31, 2023 (1)
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$554$228,537$229,091$64$151,933$151,997
Gross recoveries(14)(13,027)(13,041)(12)(7,442)(7,454)
Net charge-offs$540$215,510$216,050$52$144,491$144,543
Net charge-offs to average loans0.03%15.10%6.51%0.00%11.94%4.92%
% of CCBX charge-offs covered by credit enhancement97.4%97.5%

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(1) See Note 23, Restatement of Prior Period Financial Statements

Year Ended
December 31, 2022
(dollars in thousands)Community BankCCBXTotal
Gross charge-offs$428$33,321$33,749
Gross recoveries(46)(36)(82)
Net charge-offs$382$33,285$33,667
Net charge-offs to average loans0.03%4.48%1.49%
% of CCBX charge-offs covered by credit enhancement99.4%

The following tables present, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:

As of or for the Year Ended December 31,
(dollars in thousands)20242023 (1)2022
Allowance at beginning of period$117,381$74,029$28,632
Impact of adopting CECL (ASC 326)3,852
Provision for credit losses275,663184,04379,064
Charge-offs:
Commercial and industrial loans15,5566,651555
Residential real estate5,0064,641452
Commercial real estate264
Consumer and other208,265140,70532,742
Total charge-offs229,091151,99733,749
Recoveries:
Commercial and industrial loans1,1082240
Residential real estate84
Consumer and other11,9257,42842
Total recoveries13,0417,45482
Net charge-offs216,050144,54333,667
Allowance at end of period$176,994$117,381$74,029
Allowance for credit losses to nonaccrual loans904.74%1604.66%1045.61%
Allowance to nonperforming loans282.49%218.02%223.15%
Allowance to loans receivable5.08%3.88%2.82%

(1) See Note 23, Restatement of Prior Period Financial Statements

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The allowance for credit losses to nonaccrual loans ratio decreased as of December 31, 2024, compared to December 31, 2023 as a result of an increase in nonaccrual loans of $12.2 million due to an increase in CCBX nonaccrual loans as a result of a new collection practice that places certain loans on nonaccrual status to improve collectability, partially offset by a decrease in nonaccrual community bank loans and a decrease in CCBX loans past due 90 days or more. The allowance for credit losses increased $59.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, largely due to the increase in loans originated through our CCBX partners. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by indemnifying or reimbursing incurred losses. CCBX partners bear most of the responsibility for credit losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio. Net charge-offs on CCBX loans for the year ended December 31, 2024 that were covered by credit enhancements was $223.0 million. At December 31, 2024, the allowance for credit losses for CCBX partner loans totaled $158.1 million, compared to $95.8 million at December 31, 2023.

The following table presents the loans receivable and allowance for credit losses by segment for the period indicated:

As of December 31, 2024As of December 31, 2023 (1)
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Loans receivable$1,882,988$1,603,577$3,486,565$1,830,154$1,191,388$3,021,542
Allowance for credit losses(18,924)(158,070)(176,994)$(21,595)$(95,786)(117,381)
Allowance for credit losses to total loans receivable1.00%9.86%5.08%1.18%8.04%3.88%

(1) See Note 23, Restatement of Prior Period Financial Statements

Although we believe that we have established our allowance for credit losses in accordance with GAAP and that the allowance for credit losses was adequate to provide for expected losses in the portfolio at all times shown above, future provisions for credit losses will be subject to ongoing evaluations of the risks in our loan portfolio. We continue to have a low level of community bank charge-offs and nonperforming loans, however, the economic environment is continuously changing with potential for bank failures and mergers, inflation, higher interest rates, global unrest, the war in Ukraine, conflicts in the Middle East, political uncertainty, natural disasters and trade issues that have resulted in economic uncertainty. If economic conditions worsen then Washington state and Puget Sound region may experience a more severe economic downturn, and our asset quality could deteriorate, which may require material additional provisions for credit losses.

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit 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,
20242023 (1)
(dollars in thousands)Allowance Allocated to Loan PortfolioLoan Category as a % of Total LoansAllowance Allocated to Loan PortfolioLoan Category as a % of Total Loans
Commercial and industrial loans$11,0518.4%$8,8949.6%
Real estate loans:
Construction, land and land development loans3,4394.26,3865.2
Residential real estate loans12,25013.413,04915.3
Commercial real estate loans8,45639.47,44143.0
Consumer and other loans141,79834.681,61127.0
Total allowance for credit losses$176,994$117,381

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(1) See Note 23, Restatement of Prior Period Financial Statements

Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledged for public deposits, for CRA purposes or other business purposes. At December 31, 2024, our securities portfolio was invested in U.S. Agency collateralized mortgage obligations and U.S. Agency residential mortgage-backed 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, 2024, our loan-to-deposit ratio was 97.8% due to our growth in both loans and deposits. When our securities portfolio represents less than 5% of assets we focus on liquid securities. To the extent our securities represent more than 5% of assets, absent an immediate need for liquidity, we may invest excess funds to provide a higher return.

As of December 31, 2024, the amortized cost of our investment securities totaled $47.3 million, a decrease of $103.6 million, or 68.6%, compared to $150.9 million as of December 31, 2023. The decrease in the securities portfolio was due to $100.0 million of securities in the AFS portfolio maturing during the year ended December 31, 2024 partially offset by the purchase of HTM securities for CRA purposes.

Our investment portfolio consists of only $35,000 in securities classified as AFS and $47.3 million in held-to-maturity. The carrying values of our investment securities classified as AFS 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, 2024, our AFS portfolio had an unrealized loss of $2,000, compared to an unrealized loss of $537,000 as of December 31, 2023.

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,
20242023
(dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
Securities available-for-sale:
U.S. Treasury securities$$$99,996$99,461
U.S. Agency collateralized mortgage obligations37354543
Total available-for-sale securities3735100,04199,504
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities47,28646,70550,86051,041
Total held-to-maturity securities47,28646,70550,86051,041
Total investment securities$47,323$46,740$150,901$150,545

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, 2024, we did not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, or second lien elements in our investment portfolio.

As of December 31, 2024 and 2023, 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 $7.3 million as of December 31, 2024 and $6.8 million as of December 31, 2023 The increase was attributable to 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

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(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.

•The Company had a $2.2 million equity interest in a specialized bank technology company as of December 31, 2024 and December 31, 2023 .

•The Company had a $350,000 equity interest in a technology company as of the years ended December 31, 2024 and December 31, 2023.

•The Company had a $47,000 and $50,000 equity interest in a technology company as of the years ended December 31, 2024, and December 31, 2023, respectively.

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)202420232022
Carrying value, beginning of period$2,622$2,572$2,322
Purchases50350
Observable price change(3)(100)
Carrying value, end of period$2,619$2,622$2,572

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, 2024, the Company contributed $72,000 with investment funds designed to help accelerate technology adoption at banks, and recognized net gains of $29,000, resulting in an equity interest of $910,000 at December 31, 2024. The Company has committed up to $480,000 in capital for these equity funds.

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)202420232022
Carrying value, beginning of period$809$456$160
Purchases/capital calls/capital returns, net7275349
Net change recognized in earnings29278(53)
Carrying value, end of period$910$809$456

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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, 2024
More than Ten YearsTotal
(dollars in thousands)Carrying ValueWeightedAverageYieldCarrying ValueWeighted Average Yield
Securities available-for-sale:
U.S. Agency collateralized mortgage obligations$373.091%$373.091%
Total available-for-sale373.091%373.091%
Securities held to maturity:
U.S. Agency residential mortgage-backed securities47,2865.468%47,2865.468%
Total held to maturity47,2865.468%47,2865.468%
Total$47,3235.466%$47,3235.466%

Other Assets

Deferred tax assets, net decreased $206,000 to $3.6 million and other assets decreased $1.7 million to $13.6 million as of December 31, 2024, compared to December 31, 2023.

Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, money market, savings, and time accounts as well as IntraFi network 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. We rely primarily on competitive pricing policies, convenient locations, electronic delivery channels (internet and mobile), and personalized service to attract new deposits and retain existing deposits. Additionally, we offer deposit products through our CCBX segment. CCBX deposits are generally classified as interest bearing demand 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.

Total deposits as of December 31, 2024 were $3.59 billion, an increase of $225.0 million, or 6.7%, compared to $3.36 billion as of December 31, 2023. The increase in deposits was largely in due to an increase of $201.3 million in CCBX deposits. Core deposits ended the quarter at $3.12 billion compared to $3.34 billion at December 31, 2023. We define core deposits as all deposits except time deposits and brokered/other deposits. Our cost of deposits for the community bank was 1.80% for the year ended December 31, 2024. Additionally, as of December 31, 2024, there was $273.2 million in CCBX deposits that were transferred off balance sheet for increased FDIC insurance coverage and to manage deposit concentrations.

Included in total deposits is $2.06 billion in CCBX deposits, an increase of $201.3 million, or 10.8%, compared to $1.86 billion as of December 31, 2023. 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 demand and money market accounts.

Total noninterest bearing deposits as of December 31, 2024 were $527.5 million, a decrease of $97.7 million, or 15.6%, compared to $625.2 million as of December 31, 2023. Noninterest bearing deposits represent 14.7% and 18.6% of total deposits for December 31, 2024 and December 31, 2023, respectively. Community bank noninterest bearing deposits totaled $471.8 million and $561.6 million at December 31, 2024 and December 31, 2023, respectively.

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Total interest bearing balances, excluding time deposits, as of December 31, 2024 were $3.04 billion, an increase of $323.5 million, or 11.9%, compared to $2.72 billion as of December 31, 2023. The $323.5 million increase is due to CCBX growth in interest bearing deposits combined with an increase in community bank interest bearing deposits of $114.2 million. Included in total deposits is $414.0 million in IntraFi network interest bearing demand and money market sweep accounts as of December 31, 2024, which provides our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions. The increase in community bank deposits was a result of the addition of some exception pricing tactics as a strategy at the end of the first quarter of 2024 to retain accounts and more effectively compete in the market.

Total time deposit balances as of December 31, 2024 were $17.5 million, a decrease of $811,000, or 4.4%, from $18.4 million as of December 31, 2023. The decrease is due to our focus on core deposits and letting higher rate time deposits run off as they mature. We have seen competitors increase rates on time deposits, and we have not globally matched their rates in response as 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,
20242023
(dollars in thousands)AmountPercent of TotalDepositsAmountPercent of TotalDeposits
Demand, noninterest bearing$527,52414.7%$625,20218.6%
Interest bearing demand and money market2,529,08470.52,640,24078.6
Savings66,8261.976,5622.3
Total core deposits3,123,43487.13,342,00499.5
Other deposits444,35112.41
Time deposits less than $100,0005,9200.28,1090.2
Time deposits $100,000 and over11,6270.310,2490.3
Total$3,585,332100.0%$3,360,363100.0%
Cost of deposits3.46%2.87%

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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, 2024December 31, 2023
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$471,83831.0%$561,57237.5%
Interest bearing demand and money market570,62537.5846,07256.5
Savings61,1164.071,5984.8
Total core deposits1,103,57972.51,479,24298.8
Other deposits400,11826.310.0
Time deposits less than $100,0005,9200.48,1090.5
Time deposits $100,000 and over11,6270.810,2490.7
Total Community Bank deposits$1,521,244100.0%$1,497,601100.0%
Cost of deposits1.80%1.14%

The following table presents the CCBX deposits which are included in the total deposit portfolio table above:

CCBXAs of
December 31, 2024December 31, 2023
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$55,6862.7%$63,6303.4%
Interest bearing demand and money market1,958,45994.91,794,16896.3
Savings5,7100.34,9640.3
Total core deposits2,019,85597.91,862,762100.0
Other deposits44,2332.1
Total CCBX deposits$2,064,088100.0%$1,862,762100.0%
Cost of deposits4.70%4.55%

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:

As of December 31,
(dollars in thousands)20242023
Maturity Period:
Three months or less$3,381$5,068
Over three through six months2,8571,457
Over six through twelve months3,4731,595
Over twelve months1,9162,129
Total$11,627$10,249
Weighted average maturity (in years)0.730.75

Average deposits for the year ended December 31, 2024, were $3.49 billion, an increase of $389.0 million, or 12.5%, compared to $3.10 billion for the year ended December 31, 2023. The increase in average deposits was primarily in interest bearing deposits. We expect deposits to increase with continued growth in our primary market areas, increase in commercial lending relationships through which we seek deposit balances and continued business development efforts by branch managers, treasury service personnel and lenders.

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The average rate paid on total deposits was 3.46% for the year ended December 31, 2024, compared to 2.87% for the year ended December 31, 2023. The average rate paid on interest bearing demand and money market accounts increased 0.46% for the year ended December 31, 2024 compared to the year ended December 31, 2023. The average rate paid on other deposits decreased 0.31% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The average rate paid on time deposits of less than $100,000 increased 0.42% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The average rate paid on time deposits greater than $100,000 increased 0.91% for the year ended December 31, 2024 compared to the year ended December 31, 2023. The average rate paid on savings increased 0.15% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The overall higher average rate paid on interest bearing accounts in the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to a higher interest rate environment.

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

For the Year Ended December 31,
202420232022
(dollars in thousands)AverageBalanceAverageRateAverageBalanceAverageRateAverageBalanceAverageRate
Demand, noninterest bearing$586,4770.00%$707,6410.00%$942,0870.00%
Interest bearing demand and money market2,445,8484.352,254,1383.891,509,4921.17%
Savings70,0900.4090,7050.25106,0610.05%
Other deposits373,5603.7825,9694.0871,5321.46%
Time deposits less than $100,0006,7330.779,9990.3513,9800.28%
Time deposits $100,000 and over8,9711.2814,2010.3722,9550.85%
Total deposits$3,491,6793.46%$3,102,6532.87%$2,666,1070.71%

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2024 and 2023, was 16.8% and 22.8%, 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 4.19% and 3.75% for the years ended December 31, 2024 and 2023, respectively. The increase in our cost of deposits in 2024 was primarily due to rate increases from the FOMC. We actively manage our interest rates on deposits, however, rate changes from the FOMC and competition can and do impact our deposit costs.

Uninsured Deposits

The FDIC insures our deposits up to $250,000 per depositor, per insured bank for each account ownership category. Deposits that exceed insurance limits are uninsured. At December 31, 2024, deposits totaled $3.59 billion, of which total estimated uninsured deposits were $543.0 million, or 15.1% of total deposits. 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. The Bank is using sweep deposits to provide our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions.

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Estimated uninsured time deposits totaled $3.0 million as of December 31, 2024. The table below shows the estimated uninsured time deposits, by account, for the maturity periods indicated:

(dollars in thousands)As of December 31, 2024
Maturity Period:
Three months or less$1,070
Over three through six months1,046
Over six through twelve months762
Over twelve months167
Total$3,045

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, 2024, and December 31, 2023, total borrowing capacity of $468.7 million and $435.5 million, respectively, was available under this arrangement. As of December 31, 2024, and December 31, 2023, 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 Advances. The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of December 31, 2024 and December 31, 2023, we had borrowing capacity of $173.3 million and $204.6 million, respectively, with the FHLB. As of December 31, 2024 and 2023, FHLB advances totaled zero.

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)20242023
Maximum amount outstanding at any month-end during period:$$
Average outstanding balance during period:$2,443$1
Weighted average interest rate during period:5.66%5.60%
Balance outstanding at end of period:$$
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 (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. Prior to June 30, 2023, the debentures bore 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 a spread adjustment of 0.26% and margin of 2.10%. The effective rate as of December 31, 2024 and 2023, was 6.72% and 7.75%, 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’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, 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 securities 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.

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Subordinated Debt. In August 2021, the Company issued a subordinated note in the amount of $25.0 million. The note matures on September 1, 2031, and bears interest at the rate of 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 five-year 3.375% interest period ends on September 1, 2026. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after 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.

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 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. 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. 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, 2024, we had two partners with deposits that are in excess of 10% of total deposits and represent 44% of total deposits. Our maximum concentration for any one partner is 30% of total assets.

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. 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.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. 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 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 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 and are closely monitoring liquidity in this uncertain economic environment.

The Company has pledged loans and securities totaling $957.9 million and $1.03 billion at December 31, 2024 and December 31, 2023, 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 $642.1 million from FHLB and the FRB discount window at December 31, 2024. There were no borrowings taken under these facilities during the twelve-months ended December 31, 2024 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 ($543.0 million at December 31, 2024 and alternative sources of funds including the capacity to borrow up to $642.1 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

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borrowing capacity of $1.14 billion represented 31.9% of total deposits and exceeded the $543.0 million in uninsured deposits as of December 31, 2024. 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 $414.0 million and $340.1 million at December 31, 2024 and December 31, 2023, respectively. Uninsured deposits totaled $543.0 million at December 31, 2024 and totaled $558.6 million at December 31, 2023.

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 costs. During the quarter ended December 31, 2024, the Company completed a public offering of 1,380,000 shares of its common stock at a price to the public of $71.00 per share. Gross proceeds from the offering of $98.0 million, before deducting underwriting discounts and offering expenses, will be used for general corporate purposes, including, without limitation, to support investment opportunities and the Bank’s growth. A total of $50.0 million of those proceeds were contributed to the Bank in 2024, and the balance of the amount was retained in cash at the Company level. The Company currently holds $47.7 million in cash for 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 established a minimum (regulatory calculation) liquidity ratio of 10%, and usually targets a liquidity ratio between 12% and 15%. Both of these minimum liquidity levels are on-balance sheet sources. Per the Bank’s policies and its 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.

As of December 31, 2024, and December 31, 2023, the Company and the Bank were 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 capital and continue to grow operations, regulatory capital levels may decrease depending on our level of earnings; however, the capital raise completed in December 2024 strengthened our regulatory capital levels. We expect to monitor and control 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 $102.0 million. The Company raised $98.0 million in December 2024 and $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 following table presents the Company’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:

ActualMinimum Requiredfor CapitalAdequacy Purposes (1)Required to be Well Capitalized Under the Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2024
Tier 1 Leverage Capital (to average assets)
Company$442,19310.78%$164,0524.00%N/AN/A
Bank Only436,11610.64%163,9194.00%204,8995.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company438,69312.04%163,9524.50%N/AN/A
Bank Only436,11611.99%163,7174.50%236,4806.50%
Tier 1 Capital (to risk-weighted assets)
Company442,19312.14%218,6026.00%N/AN/A
Bank Only436,11611.99%218,2896.00%291,0528.00%
Total Capital (to risk-weighted assets)
Company534,39014.67%291,4708.00%N/AN/A
Bank Only483,24713.28%291,0528.00%363,81610.00%
December 31, 2023
Tier 1 Leverage Capital (to average assets)
Company$298,9208.10%$147,6164.00%N/AN/A
Bank Only333,8489.06%147,4694.00%184,3365.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company295,4509.10%146,1374.50%N/AN/A
Bank Only333,84810.30%145,8754.50%210,7086.50%
Tier 1 Capital (to risk-weighted assets)
Company298,9209.20%194,8496.00%N/AN/A
Bank Only333,84810.30%194,5006.00%259,3348.00%
Total Capital (to risk-weighted assets)
Company385,46411.87%259,7998.00%N/AN/A
Bank Only375,32011.58%259,3348.00%324,16710.00%

(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.

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Material Cash Requirements and Capital Resources

The following table provides the material cash requirements from known contractual and other obligations as of December 31, 2024:

Payments Due by Period
(dollars in thousands)TotalLess than 1 YearOver 1 yearOther (1)
Cash requirements
Time Deposits$17,547$13,960$3,587$
Subordinated notes45,00045,000
Junior subordinated debentures3,6093,609
Deferred compensation plans39086304
Operating and finance leases6,3851,0135,372
Non-maturity deposits3,123,4343,123,434
Equity investment commitment480480

(1)Represents the undefined maturity of 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 maintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our operating, investing and financing activities during any given period. 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 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 an ICS account, and 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, 2024 we had $1.96 billion in commitments to extend credit, compared to $2.34 billion as of December 31, 2023. The $381.6 million decrease is largely attributed to a decrease of $297.8 million in credit cards, $57.9 million decrease in commercial and industrial capital call line commitments, $55.8 million decrease in commercial construction loans, partially offset by a $33.6 million increase in residential real estate commitments, related to CCBX loans and an increase of $17.8 million in consumer and other loan commitments, related to CCBX consumer loans.

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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, 2024As of December 31, 2023
Commitments to extend credit:
Commercial and industrial loans$94,589$86,134
Commercial and industrial loans - capital call lines550,948608,837
Construction – commercial real estate loans36,87392,709
Construction – residential real estate loans10,92920,825
Residential real estate loans499,516465,887
Commercial real estate loans34,22254,289
Credit cards717,1981,014,959
Consumer and other loans18,553779
Total commitments to extend credit$1,962,828$2,344,419
Standby letters of credit$1,042$1,096
Equity investment commitment$480$653

Commitments to extend credit on CCBX loans are included in the table above and are summarized below:

(dollars in thousands)As of December 31, 2024As of December 31, 2023
Commitments to extend credit:
Commercial and industrial loans$19,104$9,144
Commercial and industrial loans - capital call lines550,948608,837
Residential real estate loans453,369418,761
Credit cards, consumer and other loans733,0051,015,156
Total commitments to extend credit$1,756,426$2,051,898

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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, 2024, capital call lines outstanding balance totaled $109.0 million, and while commitments totaled $550.9 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, 2024.

As of December 31, 2024As of December 31, 2023
(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 Business480,069305,905174,164
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards375,000375,000
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer820,000756,61463,386
Installment loansConsumer1,774,533933,374841,159
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer5,398709,108(703,710)
$3,805,000$3,430,001$374,999
Total Existing Portfolio Size$1,603,577$1,195,938$407,639

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, 2024, $1.30 billion in commitments to extend credit are unconditionally cancelable, compared to $1.63 billion at December 31, 2023. 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.

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Selected Financial Information

The following table shows the Company’s key performance ratios for the periods indicated.

Twelve Months Ended
December 31, 2024December 31, 2023December 31, 2022December 31, 2021December 31, 2020
Return on average assets1.15%1.28%1.38%1.24%0.98%
Return on average equity14.11%16.41%18.24%17.24%11.44%
Yield on earnings assets10.44%9.61%6.68%3.90%4.21%
Yield on loans receivable11.20%10.36%8.12%4.86%4.64%
Cost of funds3.49%2.91%0.75%0.18%0.40%
Cost of deposits3.46%2.87%0.71%0.12%0.35%
Net interest margin7.18%6.88%5.97%3.73%3.83%
Noninterest expense to average assets6.28%5.61%5.65%2.90%2.47%
Noninterest income to average assets7.86%5.88%4.23%1.29%0.53%
Efficiency ratio42.38%44.66%56.26%58.82%58.14%
Loans receivable to deposits (1)97.8%89.9%93.2%73.7%108.9%

(1)Including loans held for sale

CCBX – BaaS Reporting Information

During the twelve months ended months ended December 31, 2024, $62.1 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 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 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 bear most of the responsibility for credit and fraud losses incurred which consequently gives them a vested interest in the performance of the portfolio. We believe that this alignment of interests ensures that CCBX partners are motivated to implement robust risk management practices and maintain the overall health of the portfolio.

Many CCBX partners also pledge a cash reserve account at the Bank as collateral for loss exposure which the Bank can collect from when losses occur that is then replenished by the partner on a regular interval. Credit losses and recoveries typically flow through the cash reserve account. These cash reserve accounts are included in total deposits on the balance sheet. 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 then the Bank would be exposed to additional loan and deposit losses if the cash flows on the loans were not sufficient to fund the reimbursement of loan losses, as a result of this counterparty risk. If a CCBX partner does not replenish their cash reserve account, the Bank may consider an alternative plan for funding the cash reserve. This may involve the possibility of adjusting the funding amounts or timelines to better align with the partner's specific situation. If a mutually agreeable funding plan is not achieved, then the Bank could declare the agreement in default, take over servicing and cease paying the partner for servicing the loan and providing credit enhancements. The Bank would evaluate any remaining credit enhancement asset from the CCBX partner in the event the partner failed to fulfill its obligations and would determine if a write-off is appropriate. If a write-off occurs, the Bank would retain the full yield and any fee income on the loan portfolio going forward, and our BaaS loan expense would decrease once default occurred and payments to the CCBX partner were stopped.

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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, 2024December 31, 2023 (2)December 31, 2022
BaaS loan interest income$248,286$197,306$102,808
Less: BaaS loan expense118,53679,74853,294
Net BaaS loan income (1)$129,750$117,558$49,514
Net BaaS loan income divided by average BaaS loans (1)9.09%9.71%6.67%
Yield on loans17.39%16.30%13.85%

(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) See Note 23, Restatement of Prior Period Financial Statements.

The increased activity of CCBX partners has resulted in increases in direct fees, expenses and interest for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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)December 31, 2024December 31, 2023 (1)December 31, 2022
Loan interest income$248,286$197,306$102,808
Total BaaS interest income$248,286$197,306$102,808

(1) See Note 23, Restatement of Prior Period Financial Statements.

Interest expenseYear Ended
(dollars in thousands)December 31, 2024December 31, 2023 (1)December 31, 2022
BaaS interest expense$94,035$71,646$16,108
Total BaaS interest expense$94,035$71,646$16,108

(1) See Note 23, Restatement of Prior Period Financial Statements.

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Year Ended
(dollars in thousands)December 31, 2024December 31, 2023 (1)December 31, 2022
BaaS program income:
Servicing and other BaaS fees$4,743$3,855$4,408
Transaction fees5,9104,0113,211
Interchange fees6,9334,2522,583
Baas program income before reimbursement of expenses17,58612,11810,202
Reimbursement of expenses2,4891,122991
Total BaaS program income20,07513,24011,193
BaaS indemnification income:
BaaS credit enhancements272,839177,76476,374
BaaS fraud enhancements9,8347,16529,571
BaaS indemnification income282,673184,929105,945
Total noninterest BaaS income$302,748$198,169$117,138

(1) See Note 23, Restatement of Prior Period Financial Statements.

Servicing and other BaaS fees increased $888,000 in the year ended December 31, 2024 compared to the year ended December 31, 2023, while transaction fees and interchange fees increased $4.6 million, in the year ended December 31, 2024 compared to the year ended December 31, 2023. We expect servicing and other BaaS fees to decrease and transaction and interchange fees to increase, as partner activity grows and contracted minimum fees are replaced with recurring fees, which exceed those minimum fees. Additionally, we expect reimbursement of expenses to increase as we continue to bill partners for incurred expenses.

Year Ended
(dollars in thousands)December 31, 2024December 31, 2023 (1)December 31, 2022
BaaS loan expense$118,536$79,748$53,294
BaaS fraud expense9,8347,16529,571
Total BaaS loan and fraud expense$128,370$86,913$82,865

(1) See Note 23, Restatement of Prior Period Financial Statements.

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.

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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.

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, 2024December 31, 2023 (1)December 31, 2022
Net BaaS loan income divided by average CCBX loans:
CCBX loan yield (GAAP)17.39%16.30%13.85%
Total average CCBX loans receivable$1,427,571$1,210,413$742,392
Interest and earned fee income on CCBX loans (GAAP)248,286197,306102,808
BaaS loan expense(118,536)(79,748)(53,294)
Net BaaS loan income$129,750$117,558$49,514
Net BaaS loan income divided by average CCBX loans9.09%9.71%6.67%
CCBX net interest margin, net of BaaS loan expense:
CCBX interest margin9.23%9.19%8.84%
CCBX earning assets1,999,6951,574,3341,027,556
Net interest income (GAAP)184,472144,73190,806
Less: BaaS loan expense(118,536)(79,748)(53,294)
Net interest income, net of BaaS loan expense$65,936$64,983$37,512
CCBX net interest margin, net of BaaS loan expense3.30%4.13%3.65%

(1) See Note 23, Restatement of Prior Period Financial Statements.

FY 2023 10-K MD&A

SEC filing source: 0001437958-24-000052.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-15. Report date: 2023-12-31.

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

Overview

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our 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 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 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, 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.

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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. 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 CCBX revenue from BaaS fee income and interest on loans. Our primary source of funding for our loans is commercial and retail 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 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 employee benefits, interest on deposits and borrowings, occupancy expense, legal and professional expenses and data 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 July 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 of 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 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 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

The largest component of noninterest expense is BaaS loan and 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. 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 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, 2023, Compared to Year Ended December 31, 2022. Net income for the year ended December 31, 2023 was $44.6 million, or $3.27 per diluted share, compared to $40.6 million, or $3.01 per diluted share, for the year ended December 31, 2022. The increase in net income over the prior year was attributable to a $67.0 million increase in net interest income, $82.5 million increase in noninterest income partially offset by a $104.9 million increase in the provision for credit losses - loans and a $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, 2023, Compared to Year Ended December 31, 2022. Net interest income for the year ended December 31, 2023 was $238.7 million, compared to $171.8 million for the year ended December 31, 2022, an increase of $67.0 million, or 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 compared 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 rate increases on variable rate and new loans. Average loans receivable for the year ended December 31, 2023 was $2.94 billion, compared to $2.26 billion for the year ended December 31, 2022.

Interest and fees on loans totaled $311.4 million for the year ended December 31, 2023 compared to $183.4 million for the year ended December 31, 2022. The $128.1 million increase in interest and fees on loans for the year ended December 31, 2023, compared to the year ended December 31, 2022, was largely due to increased yield on loans from growth in higher yielding CCBX and community bank loans and an overall increase in interest rates. Loan growth of $398.8 million, or 15.2%, for the year ended December 31, 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 LoansCost of DepositsYield on LoansCost of DepositsYield on LoansCost 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$204,45816.89%$102,80813.85%$6,5324.46%
Less: BaaS loan expense86,9007.18%53,2947.18%2,9762.03%
Net BaaS loan income (1)$117,5589.71%$49,5146.67%$3,5562.43%
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 $4.4 million and $3.2 million for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the amount of interest income not recognized on nonaccrual loans was not material.

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Average Balance Sheets For the Year Ended December 31,
202320222021
(dollars in thousands)Average BalanceInterest & DividendsYield / Cost (1)Average BalanceInterest & DividendsYield / Cost (1)Average BalanceInterest & DividendsYield / Cost
Assets
Interest earning assets:
Interest earning deposits with other banks$295,808$15,3465.19%$515,967$6,7281.30%$402,081$6080.15%
Investment securities, available for sale (1)100,2602,1582.1591,9701,7101.8627,908490.18
Investment securities, held to maturity (1)19,9181,0395.221,266352.762,137301.40
Other investments11,5123873.3610,1463453.407,0522844.03
Loans receivable (2)2,936,908311,44110.602,257,787183,3528.121,688,92582,1124.86
Total interest earning assets3,364,406330,3719.822,877,136192,1706.682,128,10383,0833.90
Noninterest earning assets:
Allowance for credit losses(91,194)(46,769)(19,870)
Other noninterest earning assets198,071119,81774,088
Total assets$3,471,283$2,950,184$2,182,321
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$2,395,012$89,0003.72%$1,724,020$19,0041.10%$910,106$2,3270.26%
PPPLF borrowings68,6992400.35
FHLB advances and borrowings6,029691.1424,9992841.14
Subordinated debt44,0662,3735.3927,6261,1794.2715,3797114.62
Junior subordinated debentures3,5892717.553,5871433.993,585842.34
Total interest bearing liabilities2,442,66791,6443.751,761,26220,3951.161,022,7683,6460.36
Noninterest bearing deposits707,641942,087989,945
Other liabilities49,27124,09712,926
Total shareholders' equity271,704222,738156,682
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 BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Community Bank
Assets
Interest earning assets:
Loans receivable (1)$1,726,495$106,9836.20%$1,515,395$80,5445.32%$1,542,621$75,5804.90%
Intrabank asset, net (6)123,1567960.65n/an/an/a
Total interest earning assets1,726,495106,9836.201,638,55181,3404.961,542,62175,5804.90
Liabilities
Interest bearing liabilities:
Interest bearing deposits900,51617,3541.93905,4472,8960.32877,3892,2280.25
Intrabank liability, net (6)198,17610,4045.25n/an/an/a
Total interest bearing liabilities1,098,69227,7582.53905,4472,8960.32877,3892,2280.25
Noninterest bearing deposits627,803733,104674,509
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$204,45816.89%$742,392$102,80813.85%$146,304$6,5324.46%
Intrabank asset, net (6)363,92119,0715.24285,1644,1061.44n/an/an/a
Total interest earning assets1,574,334223,52914.201,027,556106,91410.40146,3046,5324.46
Liabilities
Interest bearing liabilities:
Interest bearing deposits1,494,49671,6464.79818,57316,1081.9732,717990.30
Total interest bearing liabilities1,494,49671,6464.79818,57316,1081.9732,717990.30
Noninterest bearing deposits79,838208,983315,436
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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For the Year Ended
December 31, 2023December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Treasury & Administration
Assets
Interest earning assets:
Interest earning deposits with other banks$295,808$15,3465.19%$515,967$6,7281.30%$402,081$6080.15%
Investment securities, available for sale (5)100,2602,1582.1591,9701,7101.8627,908490.18
Investment securities, held to maturity (5)19,9181,0395.221,266352.762,137301.40
Other investments11,5123873.3610,1463453.407,0522844.03
Total interest earning assets427,49818,9304.43619,3498,8181.42439,1789710.22
Liabilities
Interest bearing liabilities:
PPPLF borrowings68,6992400.35
FHLB advances and borrowings%6,029691.14%24,9992841.14%
Subordinated debt44,0662,3735.3927,6261,1794.2715,3797114.62
Junior subordinated debentures3,5892717.553,5871433.993,585842.34
Intrabank liability, net (6)165,7458,6675.23408,3204,9021.20n/an/an/a
Total interest bearing liabilities213,40011,3115.30445,5626,2931.41112,6621,3191.17
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 earning assets and interest 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, 2023Compared toYear Ended December 31, 2022Year Ended December 31, 2022Compared toYear Ended December 31, 2021
Increase (Decrease) Due toTotal Increase (Decrease)Increase (Decrease) Due toTotal Increase (Decrease)
(dollars in thousands)VolumeRateVolumeRate
Interest income:
Interest earning deposits$(11,422)$20,040$8,618$1,485$4,635$6,120
Investment securities, available for sale1782704481,1914701,661
Investment securities, held to maturity973311,004(24)295
Other Investments46(4)42105(44)61
Loans receivable72,01756,072128,08946,19755,043101,240
Total increase in interest income61,79276,409138,20148,95460,133109,087
Interest expense:
Interest bearing deposits24,93445,06269,9968,9727,70516,677
PPPLF borrowings(240)(240)
FHLB advances(69)(69)(217)2(215)
Subordinated debt8853091,194523(55)468
Junior subordinated debentures1281285959
Total increase in interest expense25,75045,49971,2499,0387,71116,749
Increase in net interest income$36,042$30,910$66,952$39,916$52,422$92,338

Provision for Credit Losses

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

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, 2023 and included $3.0 million in PPP loans, which are 100% guaranteed, and are excluded from the provision for credit losses - loans calculation. The allowance for credit losses as a percentage of loans was 3.86% at December 31, 2023, compared to 2.82% at December 31, 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
CCBX182,72178,3458,640
Total provision expense$184,043$79,064$9,915

Net charge-offs for the year ended December 31, 2023 totaled $145.0 million, or 4.94% of total average loans, as compared to net charge-offs of $33.7 million, or 1.49% of total average loans, for the year ended December 31, 2022. Net charge-offs were up significantly in 2023 compared to 2022 as a result of the 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 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, 2023Year EndedDecember 31, 2022Year EndedDecember 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 loans0.00%11.97%4.94%0.03%4.48%1.49%0.01%0.25%0.03%
% of CCBX charge-offs covered by credit enhancement97.5%99.4%100.0%

Noninterest Income

Our primary sources of recurring noninterest income are BaaS indemnification income, Baas program income and deposit service charges and fees. Noninterest income does not include loan origination fees, 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:

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 ChangeIncrease (Decrease)Percent Change
Deposit service charges and fees$3,854$3,804$3,698$501.3%$1062.9%
Loan referral fees6838102,126(127)(15.7)(1,316)(61.9)
Gain on sale of bank branch including deposits and loans, net1,2630.0(1,263)(100.0)
Gain on sales of loans, net253396253100.0(396)(100.0)
Unrealized gain (loss) on equity securities, net279(153)1,469432(282.4)(1,622)(110.4)
Other8841,3441,859(460)(34.2)(515)(27.7)
Noninterest income, excluding BaaS program income and BaaS indemnification income5,9535,80510,8111482.5(5,006)(46.3)
Servicing and other BaaS fees3,8554,4084,467(553)(12.5)(59)(1.3)
Transaction fees4,0113,21154480024.92,667490.3
Interchange fees4,2522,5837011,66964.61,882268.5
Reimbursement of expenses4,1752,7321,0041,44352.81,728172.1
BaaS program income16,29312,9346,7163,35926.06,21892.6
BaaS credit enhancements177,76476,3749,086101,390132.867,288740.6
BaaS fraud enhancements7,16529,5711,505(22,406)(75.8)28,0661864.9
BaaS indemnification income184,929105,94510,59178,98474.695,354900.3
Total BaaS income$201,222$118,879$17,307$82,34369.3$101,572586.9
Total noninterest income$207,175$124,684$28,118$82,49166.2%$96,566343.4%

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 $3.9 million for the year ended December 31, 2023, an increase of $50,000, or 1.3%, over the prior year 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 for the periods indicated:

Year Ended December 31,2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Point of sale fees$2,176$2,055$1,9591215.9%$964.9%
Service charges on accounts500468410326.85814.1
Merchant services498508568(10)(2.0)(60)(10.6)
Overdraft and NSF fees213310316(97)(31.3)(6)(1.9)
ATM fees239218227219.6(9)(4.0)
Cash management fees98118113(20)(16.9)54.4
Other13012710532.42221.0
$3,854$3,804$3,698$501.3%$1062.9%

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 assuming the interest rate risk. 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 fluctuates 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 $683,000 for the year ended December 31, 2023, a decrease of $127,000, or 15.7%, over the year ended December 31, 2022. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

Gain 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 sold $599.9 million in CCBX loans during the year ended December 31, 2023 and expect to continue selling CCBX loans over the next several months in an effort to optimize and strengthen our portfolio. Gain on sale of loans may also occur when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and U.S. Department of Agriculture (“USDA”) loans that we originate. This activity fluctuates based on SBA and USDA loan activity.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2023, we recognized an unrealized gain on equity securities of $279,000, compared to the year ended December 31, 2022, when we recognized a $153,000 unrealized holding loss on equity securities. We hold $3.0 million in equity securities focused on entities providing products to the BaaS and financial services space.

Other. This category includes a variety of other income-producing activities, credit card fee income, wire transfer fees, interest earned on bank owned life insurance (“BOLI”), and SBA and USDA servicing fees. Other noninterest income decreased $460,000, or 34.2%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due in part to the one-time cost of converting an existing BOLI policy to one that will yield higher returns in the future, which reduced BOLI earnings by $212,000.

Noninterest Expense

Generally, noninterest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest components of noninterest expense are BaaS loan and fraud expense combined and salaries and employee

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benefits. Noninterest expense also includes operational expenses, such as legal and professional expenses, data processing and software licenses, occupancy, point of sale expense, FDIC assessment, director and staff expenses, excise taxes, marketing and other expenses.

For the year ended December 31, 2023, noninterest expense totaled $204.8 million, an increase of $38.0 million, or 22.8%, compared to $166.8 million for the year ended December 31, 2022. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $110.7 million and increased $26.8 million or 31.9%.

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

Year Ended December 31,2023 compared to 20222022 compared to 2021
(dollars in thousands)202320222021Increase (Decrease)Percent ChangeIncrease (Decrease)Percent Change
Salaries and employee benefits$66,461$52,228$37,101$14,23327.3%$15,12740.8%
Legal and professional expenses14,8036,7603,1338,043119.03,627115.8
Data processing and software licenses8,5956,4874,9512,10832.51,53631.0
Occupancy4,9264,5484,1283788.342010.2
Point of sale expense3,5342,1096711,42567.61,438214.3
FDIC assessments2,5242,8591,632(335)(11.7)1,22775.2
Director and staff expenses2,1521,7111,20544125.850642.0
Excise taxes1,9762,2041,589(228)(10.3)61538.7
Marketing51735145116647.3(100)(22.2)
Other5,2244,6523,92157212.373118.6
Noninterest expense, excluding BaaS loan and BaaS fraud expense110,71283,90958,78226,80331.925,12742.7
BaaS loan expense86,90053,2942,97633,60663.150,3181,690.8
BaaS fraud expense7,16529,5711,505(22,406)(75.8)28,0661864.9
BaaS loan and fraud expense94,06582,8654,48111,20013.578,3841,749.3
Total noninterest expense$204,777$166,774$63,263$38,00322.8%$103,511163.6%

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 $66.5 million for the year ended December 31, 2023, an increase of $14.2 million, or 27.3%, compared to $52.2 million for the year ended December 31, 2022. 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 business. As of December 31, 2023, we had 507 full-time equivalent employees, compared to 448 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, 2023 compared to $6.8 million for the year ended December 31, 2022, an increase of $8.0 million, or 119.0%. The increase in legal and professional expenses were primarily 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, 2023, compared to $6.5 million for the year ended December 31, 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 $2.3 million and $1.8 million for years ended December 31, 2023 and 2022, respectively. The increase of $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, 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 period. 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 reserve ratio of the Deposit 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 year 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 $441,000, or 25.8%. In 2023 we saw an increase in these expenses as 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 other states is also removed to arrive at the taxable base. Excise taxes were $2.0 million for the year ended December 31, 2023, compared to $2.2 million for the year ended December 31, 2022, an decrease of $228,000, or 10.3%.

Marketing and promotion. Marketing and promotion costs were $517,000 for the year ended December 31, 2023, compared to $351,000 for the year ended December 31, 2022, a increase of $166,000, or 47.3%. Marketing and promotion costs are starting to increase as we deploy 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 marketing plan.

Other. This category includes dues and memberships, office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officer’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 $5.2 million for the year ended December 31,

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2023, compared to $4.7 million for the year ended December 31, 2022, an increase of $572,000, or 12.3%. The increase was largely 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 BaaS loan and fraud expense is partner loan expense including overdraft balances and BaaS 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 recorded when incurred as losses in noninterest expense, and the reimbursement 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 $94.1 million, compared to $82.9 million for the year ended December 31, 2022 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 periods indicated, the BaaS loan and 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 expense7,16529,5711,505(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, 2023, Compared to Year Ended December 31, 2022. For the year ended December 31, 2023, income tax expense totaled $12.6 million, compared to $10.0 million for the year ended December 31, 2022. Our effective tax rates for the years ended December 31, 2023, and 2022, was 22.0% and 19.7%, respectively.

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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 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 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 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 previously 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$(254,096)$
Securities150,364150,36498,35398,353
Loans held for sale
Total loans receivable1,830,1541,195,9383,026,0921,614,7521,012,5042,627,256
Allowance for credit losses(21,595)(95,363)(116,958)(20,636)(53,393)(74,029)
All other assets30,169136,93143,640210,74025,50876,11149,129150,748
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 borrowings47,73447,73447,58747,587
Intrabank liability$338,614$$(338,614)$$80,392$$(80,392)$
All other liabilities7,21537,5235,55350,2915,61722,9147,33435,865
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, 2023 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, 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$6,532N/A$83,083
Interest income (expense) intrabank transfer(10,404)19,071(8,667)7964,106(4,902)N/AN/AN/A
Interest expense17,35471,6462,64491,6442,89616,1081,39120,3953,54799N/A3,646
Net interest income79,225151,8837,619238,72778,44490,8062,525171,77573,0046,433N/A79,437
Provision for credit losses - loans1,322182,721184,04371978,34579,0641,2758,640N/A9,915
(Recapture)/Provision for unfunded commitments(211)160(51)N/A
Net interest income after provision (recovery)for credit losses - loans and unfunded commitments78,114(30,998)7,61954,73577,72512,4612,52592,71171,729(2,207)N/A69,522
NONINTEREST INCOME
Deposit service charges and fees3,810443,8543,757473,8043,698N/A3,698
Other income1,1654335012,0991,4113562342,0017,01598N/A7,113
BaaS program income16,29316,29312,93412,9346,716N/A6,716
BaaS indemnification income184,929184,929105,945105,94510,591N/A10,591
Noninterest income4,975201,699501207,1755,168119,282234124,68410,71317,405N/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 benefits24,10425,15917,19866,46120,47618,00713,74552,22832,5624,539N/A37,101
Occupancy3,8153397724,9263,9563172754,5484,03989N/A4,128
Data processing and software licenses4,5212,3031,7718,5953,1721,7461,5696,4874,509442N/A4,951
Legal and professional expenses1,5809,6453,57814,8032133,1633,3846,7602,654479N/A3,133
Other expense3,9546,8125,16115,9275,2023,0265,65813,8867,7831,686N/A9,469
BaaS loan expense86,90086,90053,29453,2942,976N/A2,976
BaaS fraud expense7,1657,16529,57129,5711,505N/A1,505
Total noninterest expense37,974138,32328,480204,77733,019109,12424,631166,77451,54711,716N/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$3,482N/A$34,377
Income taxes9,9137,116(4,475)12,55410,0684,248(4,320)9,9966,638734N/A7,372
Net Income35,20225,262(15,885)44,57939,80618,371(17,552)40,62524,2572,748N/A27,005

Net interest income for the community bank was $79.2 million for the year ended December 31, 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 is 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 the 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 for the year ended December 31, 2023, compared to $719,000 for the year ended December 31, 2022, as a result of loan growth. Net charge-offs to average loans for the community bank segment have remained consistently low and were 0.00% and 0.03% for the twelve months ended December 31, 2023, and 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 as 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 $5.0 million, or 15.0%, to $38.0 million as of December 31, 2023, compared to $33.0 million as of December 31, 2022. The increase is largely due to increased 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 higher loss rates from CCBX partners. Noninterest income for CCBX was $201.7 million for the year ended December 31, 2023, an increase of $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 BaaS fee program income, which was the result of increased activity with Baas partners, including $101.4 million in BaaS credit enhancements related to the allowance for credit losses, and $22.4 million in BaaS fraud enhancements. Noninterest expenses for CCBX increased $29.2 million, or 26.8%, to $138.3 million as of December 31, 2023, compared to $109.1 million as of December 31, 2022. The increase in noninterest expense is largely due to growth 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 interest earning deposits with other banks.

Loans Held For Sale

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 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 primarily 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, 2023, loans receivable totaled $3.03 billion, an increase of $398.8 million, or 15.2%, compared to December 31, 2022. Total loans receivable is net of $7.3 million in net deferred origination fees. The increase includes CCBX loan growth of $183.4 million, or 18.1%, and community bank loan growth of $216.4 million, or 13.3%.

Loans as a percentage of deposits were 90.1% as of December 31, 2023, compared to 93.2% as of December 31, 2022. We remain 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,
20232022
(dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
PPP loans$3,0330.1%$4,6990.2%
Capital call lines87,4942.9146,0295.5
All other commercial & industrial loans200,7676.6161,9006.1
Total commercial and industrial loans:291,2949.6312,62811.8
Real estate loans:
Construction, land and land development157,1005.2214,0558.1
Residential real estate463,42615.3449,15717.1
Commercial real estate1,303,53343.01,048,75239.8
Consumer and other loans818,03926.9608,77123.2
Gross loans receivable3,033,392100.0%2,633,363100.0%
Net deferred origination fees - PPP loans(47)(82)
Net deferred origination fees - all other loans(7,253)(6,025)
Loans receivable$3,026,092$2,627,256
Loan Yield10.60%8.12%

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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$3,0330.2%$4,6990.3%
All other commercial & industrial loans146,4698.0146,9829.1
Real estate loans:
Construction, land and land development loans157,1008.5214,05513.2
Residential real estate loans225,39112.3204,58112.6
Commercial real estate loans1,303,53370.91,048,75264.7
Consumer and other loans:
Other consumer and other loans1,6280.11,7250.1
Gross Community Bank loans receivable1,837,154100.0%1,620,794100.0%
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$87,4947.3%$146,02914.4%
All other commercial & industrial loans54,2984.514,9181.5
Real estate loans:
Residential real estate loans238,03519.9244,57624.2
Consumer and other loans:
Credit cards505,83742.3279,64427.6
Other consumer and other loans310,57426.0327,40232.3
Gross CCBX loans receivable1,196,238100.0%1,012,569100.0%
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. 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 equipment, and we generally obtain personal guarantees on these loans. Commercial and industrial loans includes $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 26.6%, to $157.1 million as of December 31, 2023, from $214.1 million as of December 31, 2022. The decrease is attributed in part to the completion of projects related to these community bank loans.

Unfunded loan commitments for construction, land and land development loans were $113.5 million at December 31, 2023, compared to $142.5 million at December 31, 2022. Although we have seen a strong commercial and residential real estate market in the Puget Sound region in 2023, the economic environment is continuously changing and is impacted by GDP, unemployment, inflation, higher interest rates, global unrest, the war in Ukraine, conflicts in the Middle East, the political environment and 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. As of December 31, 2023, construction, land and land development loans included $81.5 million in commercial construction loans, $7.9 million in undeveloped land loans, $34.2 million in residential construction loans and $33.5 million in other 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 $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, 2022. These home equity lines of credit are secured by residential real estate and are accessed by using a credit card. We sold $321.5 million in CCBX residential real estate loans during the year ended December 31, 2023.

In the past, we have purchased residential mortgages originated through other financial institutions to hold for investment for purposes of diversifying our residential mortgage loan portfolio, meeting certain regulatory requirements and increasing our interest income. We last purchased residential mortgage loans in 2018. As of December 31, 2023 and December 31, 2022, we held $8.1 million and $9.4 million, respectively, in purchased residential real estate mortgage loans. These 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.

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.

Commercial Real Estate Loans. Commercial real estate loans increased $254.8 million, or 24.3%, to $1.30 billion as of December 31, 2023, from $1.05 billion as of December 31, 2022.

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These increases, which occurred across the various segments of our portfolio, were due to our commitment to continue growing the portfolio in the Puget Sound region. We actively seek commercial real estate loans in 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, 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 43.0% of our loan portfolio at December 31, 2023. As of December 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 $209.3 million, or 34.4%, to $818.0 million, from $608.8 million as of December 31, 2022, 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, 2023, compared to $607.0 million at December 31, 2022. CCBX consumer loans include 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, 2023, compared to $1.7 million at December 31, 2022 and are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

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, 2023
(dollars in thousands)Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue After Fifteen YearsGross Loans
Commercial and industrial loans:
PPP loans$$3,033$$$3,033
All other commercial and industrial loans125,42487,62275,13184288,261
Real estate loans:
Construction, land and land development loans106,27117,30833,352169157,100
Residential real estate loans77,080227,347114,69344,306463,426
Commercial real estate loans35,964403,354751,238112,9771,303,533
Consumer and other loans73,888695,02146,5932,537818,039
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, 2023, that are due after December 31, 2024, and have either fixed interest rates or floating or adjustable interest rates:

(dollars in thousands)Fixed RatesFloating or AdjustableRatesTotal
Commercial and industrial loans:
PPP loans3,033$$3,033
All other commercial and industrial loans104,16658,671162,837
Real estate loans:
Construction, land and land development loans13,24437,58550,829
Residential real estate loans66,593319,753386,346
Commercial real estate loans414,342853,2271,267,569
Consumer and other loans242,729501,422744,151
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$366,8296.8%$3,359106
Hotel/Motel172,4372,345174,7823.26,38727
Convenience Store132,0071,086133,0932.52,16461
Warehouse114,5722,166116,7382.21,97558
Retail101,688719102,4071.9987103
Mixed use93,8503,47597,3251.81,07987
Office89,0073,44792,4541.798990
Mini Storage65,73123,97989,7101.73,13021
Strip Mall44,59044,5900.86,3707
Manufacturing37,9461,51439,4600.71,18632
Groups 0.70% of total95,6594,775100,4341.91,13984
Total$1,303,533$54,289$1,357,82225.2%$1,928676

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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 CommitmentsTotal 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$1,520,79628.3%$1.6308,955
Installment loans302,241134302,3755.61.1266,203
Lines of credit5,788635,8510.10.1102,805
Other loans2,5452,5450.10.210,993
Community bank consumer loans
Installment loans1,1511,1510.057.620
Lines of credit1475827290.03.542
Other loans3303300.01.1314
Total$818,039$1,015,738$1,833,77734.1%$1.2689,332

(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 CommitmentsTotal 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$656,79612.2%$249,792
Community bank residential real estate loans
Closed end, secured by first liens192,8053,268196,0733.7610316
Home equity line of credit23,04942,04865,0971.2106217
Closed end, second liens9,5371,81011,3470.228134
Total$463,426$465,887$929,31317.3%$4510,359

(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.

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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 CommitmentsTotal Outstanding Balance & Available Commitment (1)% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Capital Call Lines$87,494$608,837$696,33112.9%$537163
Construction/Contractor Services24,36031,02055,3801.0129189
Retail52,2081,84254,0501.0182,887
Financial Institutions48,64848,6480.94,05412
Medical / Dental / Other Care20,7323,85224,5840.594222
Manufacturing8,0223,96711,9890.218743
Groups 0.20% of total49,83045,45395,2831.867744
Total$291,294$694,971$986,26518.3%$724,060

(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$167,0733.1%$5,43315
Residential construction34,21316,68750,9001.01,71120
Undeveloped land loans7,8904,39112,2810.256414
Developed land loans20,5152,73423,2490.478926
Land development12,9934,13817,1310.386615
Total$157,100$113,534$270,6345.0%$1,74690

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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 lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have 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 $53.8 million in nonperforming assets as of December 31, 2023, compared to $33.2 million as of December 31, 2022. This includes $46.5 million in CCBX loans more than 90 days past due and still accruing interest as of December 31, 2023, compared to $26.1 million at December 31, 2022. All of our nonperforming assets were nonperforming loans as of December 31, 2023 and December 31, 2022. Our nonperforming loans to loans receivable ratio was 1.78% at December 31, 2023, compared to 1.26% at December 31, 2022. The increase 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 twelve months ended December 31, 2023 to $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, 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 180 days past due for revolving loans (primarily credit cards).

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

(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 development66
Residential real estate170
Commercial real estate7,1456,901
Total nonaccrual loans7,3157,080
Accruing loans past due 90 days or more:
Commercial & industrial loans2,086404
Real estate loans:
Residential real estate loans1,115876
Consumer and other loans:
Credit cards34,83510,570
Other consumer and other loans8,48814,245
Total accruing loans past due 90 days or more46,52426,095
Total nonperforming loans53,83933,175
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%

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The following tables detail the community bank and CCBX nonperforming assets which are included in the total nonperforming assets table above.

Community BankAs of
(dollars in thousands; unaudited)December 31, 2023December 31, 2022
Nonaccrual loans:
Commercial and industrial loans$$113
Real estate:
Construction, land and land development66
Residential real estate170
Commercial real estate7,1456,901
Total nonaccrual loans7,3157,080
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more
Total nonperforming loans7,3157,080
Other real estate owned
Repossessed assets
Total nonperforming assets$7,315$7,080
Total nonperforming community bank loans to total loans receivable0.24%0.27%
CCBXAs of
(dollars in thousands; unaudited)December 31, 2023December 31, 2022
Nonaccrual loans$$
Accruing loans past due 90 days or more:
Commercial & industrial loans2,086404
Real estate loans:
Residential real estate loans1,115876
Consumer and other loans:
Credit cards34,83510,570
Other consumer and other loans8,48814,245
Total accruing loans past due 90 days or more46,52426,095
Total nonperforming loans46,52426,095
Other real estate owned
Repossessed assets
Total nonperforming assets$46,524$26,095
Total nonperforming CCBX loans to total loans receivable1.54%0.99%

As of December 31, 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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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 $74.0 million, or 2.82% of total loans. Effective 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 $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 for the year ended December 31, 2023 compared to December 31, 2022, 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 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 credit losses.

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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 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 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 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 account 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 losses, as a result of this 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 CCBX partner were stopped.

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The following table presents, as of and for the 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 loans0.00%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 credit losses and other related data:

As of or for the Year Ended December 31,
(dollars in thousands; unaudited)202320222021
Allowance at beginning of period$74,029$28,632$19,262
Impact of adopting CECL (ASC 326)3,852
Provision for credit losses184,04379,0649,915
Charge-offs:
Commercial and industrial loans6,651555222
Residential real estate4,64145279
Consumer and other140,70532,742339
Total charge-offs151,99733,749640
Recoveries:
Commercial and industrial loans54067
Residential real estate4
Consumer and other7,0224228
Total recoveries7,0318295
Net charge-offs144,96633,667545
Allowance at end of period$116,958$74,029$28,632
Allowance for credit losses to nonaccrual loans1598.88%1045.61%12955.66%
Allowance to nonperforming loans217.24%223.15%1657.90%
Allowance to loans receivable3.86%2.82%1.64%

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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 receivable1.18%7.97%3.86%1.28%5.27%2.82%

Although we believe that we have established our allowance for credit losses in accordance with GAAP and that the allowance for credit losses was adequate to provide for expected losses in the portfolio at all times shown above, future provisions for credit 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 may experience a more severe economic downturn, and our asset quality could deteriorate, which may require material additional provisions for credit losses.

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit 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,
20232022
(dollars in thousands)Allowance Allocated to Loan PortfolioLoan Category as a % of Total LoansAllowance Allocated to Loan PortfolioLoan Category as a % of Total Loans
Commercial and industrial loans$8,8779.6%$4,83111.8%
Real estate loans:
Construction, land and land development loans6,3865.27,4258.1
Residential real estate loans13,04915.34,14217.1
Commercial real estate loans7,44143.05,47039.8
Consumer and other loans81,20526.950,99623.2
Total allocated116,95872,864
Unallocated1,165
Total allowance for credit losses$116,958$74,029

Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledged for public deposits or other business purposes. At December 31, 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. Agency collateralized mortgage

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obligations and U.S. Agency residential mortgage-backed 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, 2023, our loan-to-deposit ratio was 90.1% due to our strong growth in both loans and deposits. 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, 2023, the amortized cost of our investment securities totaled $150.9 million, an increase of $49.6 million, or 49.0%, compared to $101.3 million as of December 31, 2022. The increase in the securities portfolio was due to the purchase of 16 government agency backed securities for $50.2 million during the year ended December 31, 2023. These securities were purchased for CRA purposes and 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,
20232022
(dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
Securities available-for-sale:
U.S. Treasury securities$99,996$99,461$99,967$97,015
U.S. Agency collateralized mortgage obligations45435451
U.S. Agency residential mortgage-backed securities11
Municipal bonds250250
Total available-for-sale securities100,04199,504100,27297,317
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities50,86051,0411,036916
Total held-to-maturity securities50,86051,0411,036916
Total investment securities$150,901$150,545$101,308$98,233

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, 2023, we did not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, or second lien elements in our investment portfolio.

As of December 31, 2023 and 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$2,322850
Purchases50350
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 period456160
Purchases/capital calls/capital returns, net75349163
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, 2023
One Year or LessMore than OneYear to Five YearsMore than FiveYears to Ten YearsMore than Ten YearsTotal
(dollars in thousands)Carrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeighted Average Yield
Securities available-for-sale:
U.S. Treasury securities$99,4612.138%$-0.000%$-0.000%$-0.000%$99,4612.138%
U.S. Agency collateralized mortgage obligations-0.000%-0.000%432.924%0.000%432.924%
Total available-for-sale99,4612.138%0.000%432.924%0.000%99,5042.138%
Securities held to maturity:
U.S. Agency residential mortgage-backed securities-0.000%-0.000%-0.000%51,0415.489%51,0415.489%
Total held to maturity-0.000%-0.000%-0.000%51,0415.489%51,0415.489%
Total$99,4612.138%$0.000%$432.924%$51,0415.489%$150,5453.267%

Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, money market, savings, and time 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 existing 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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Total deposits as of December 31, 2023 were $3.36 billion, an increase of $542.8 million, or 19.3%, compared to $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, 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, 2023 were $625.2 million, a decrease of $149.8 million, or 19.3%, compared to $775.0 million as of December 31, 2022. Noninterest bearing deposits represent 18.6% and 27.5% of total deposits for December 31, 2023 and December 31, 2022, respectively. Community bank noninterest bearing deposits represent 37.5% and 45.2% of community bank deposits as of December 31, 2023 and December 31, 2022, respectively.

Total interest bearing account balances, excluding time deposits, as of December 31, 2023 were $2.72 billion, an increase of $703.7 million, or 35.0%, compared to $2.01 billion as of December 31, 2022. 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, 2023, which provides our customers with fully insured deposits through a sweep and exchange of deposits with other financial institutions.

Total time deposit balances as of December 31, 2023 were $18.4 million, a decrease of $11.1 million, or 37.7%, from $29.4 million as of December 31, 2022. The decrease is due to the strong increase in core 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, and we have not globally matched their rates in response as 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,
20232022
(dollars in thousands)AmountPercent of TotalDepositsAmountPercent of TotalDeposits
Demand, noninterest bearing$625,20218.6%$775,01227.5%
NOW and money market2,640,24078.61,804,39964.0
Savings76,5622.3107,1173.8
Total core deposits3,342,00499.52,686,52895.3
Brokered deposits1101,5463.6
Time deposits less than $100,0008,1090.212,5960.5
Time deposits $100,000 and over10,2490.316,8510.6
Total$3,360,363100.0%$2,817,521100.0%
Cost of deposits3.36%1.56%

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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$561,57237.5%$694,17945.2%
NOW and money market846,07256.5709,49046.1
Savings71,5984.8105,1016.8
Total core deposits1,479,24298.81,508,77098.1
Brokered deposits10.010.0
Time deposits less than $100,0008,1090.512,5960.8
Time deposits $100,000 and over10,2490.716,8511.1
Total Community Bank deposits$1,497,601100.0%$1,538,218100.0%
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$63,6303.4%$80,8336.3%
NOW and money market1,794,16896.31,094,90985.6
Savings4,9640.32,0160.2
Total core deposits1,862,762100.01,177,75892.1
BaaS-brokered deposits101,5457.9
Total CCBX deposits$1,862,762100.0%$1,279,303100.0%
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:

As of December 31,
(dollars in thousands)20232022
Maturity Period:
Three months or less$5,068$4,067
Over three through six months1,4572,957
Over six through twelve months1,5955,892
Over twelve months2,1293,935
Total$10,249$16,851
Weighted average maturity (in years)0.750.76

Average deposits for the year ended December 31, 2023, were $3.10 billion, an increase of $436.5 million, or 16.4%, compared to $2.67 billion for the year ended December 31, 2022. The increase in average deposits was primarily due to an 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, the increase in commercial lending relationships for which we also seek deposit balances and the results of business development efforts by branch managers, treasury service personnel and lenders.

The average rate paid on total interest-bearing deposits was 2.87% for the year ended December 31, 2023, compared to 0.71% for the year ended December 31, 2022. The average rate paid on total interest-bearing deposits was 3.72% for the

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year ended December 31, 2023, compared to 1.10% for the year ended December 31, 2022. NOW and money market account interest rates increased 2.72%, for the year ended December 31, 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,
202320222021
(dollars in thousands)AverageBalanceAverageRateAverageBalanceAverageRateAverageBalanceAverageRate
Demand, noninterest bearing$707,6410.00%$942,0870.00%$989,9450.00%
NOW and money market2,254,1383.891,509,4921.17740,0450.24%
Savings90,7050.25106,0610.0593,4090.03%
BaaS-brokered deposits25,9694.0871,5321.4626,0200.35%
Time deposits less than $100,0009,9990.3513,9800.2816,8381.06%
Time deposits $100,000 and over14,2010.3722,9550.8533,7940.71%
Total deposits$3,102,6532.87%$2,666,1070.71%$1,900,0510.12%

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2023 and 2022, was 22.8% and 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 3.75% and 1.16% for the years ended December 31, 2023 and 2022, respectively. The increase in our cost of deposits in 2023 was primarily due to rate increases from the FOMC. We actively manage our interest rates on deposits, however, rate changes from the FOMC and competition can and do impact our deposit costs.

Uninsured Deposits

The FDIC insures our deposits 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 with other financial institutions.

The table below shows the 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 months8
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 Advances. The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of December 31, 2023 and December 31, 2022, we had borrowing capacity of $204.6 million and $120.8 million, respectively, with the FHLB. During the year ended December 31, 2022, 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 $15.0 million 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:$$24,999
Average outstanding balance during period:$1$6,029
Weighted average interest rate during period:5.60%1.13%
Balance outstanding at end of period:$$
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 (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. Prior to June 30, 2023, the debentures bore 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, 2023 and 2022, was 7.75% and 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’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, 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 securities 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. In August 2021, the Company issued a subordinated note in the amount of $25.0 million. The note matures on September 1, 2031, and bears interest at the rate of 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 five-year 3.375% interest period ends on September 1, 2026. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after 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.

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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. 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.

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 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 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 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 costs. 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 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 established a minimum (regulatory calculation) liquidity ratio of 10%, and usually targets a liquidity ratio between 12% and 15%. Both of these minimum liquidity levels are on-balance sheet sources. Per the Bank’s policies and its 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 no longer prepare and file financial reports with the Federal Reserve as a small bank holding company.

As of December 31, 2023, and December 31, 2022, the Company and the Bank were 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 capital and continue to grow operations, regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control 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 Company’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:

ActualMinimum Requiredfor CapitalAdequacy Purposes (1)Required to be Well Capitalized Under the Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2023
Tier 1 Leverage Capital (to average assets)
Company$298,9208.10%$147,6164.00%N/AN/A
Bank Only333,8489.06%147,4694.00%184,3365.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company295,4509.10%146,1374.50%N/AN/A
Bank Only333,84810.30%145,8754.50%210,7086.50%
Tier 1 Capital (to risk-weighted assets)
Company298,9209.20%194,8496.00%N/AN/A
Bank Only333,84810.30%194,5006.00%259,3348.00%
Total Capital (to risk-weighted assets)
Company385,46411.87%259,7998.00%N/AN/A
Bank Only375,32011.58%259,3348.00%324,16710.00%
December 31, 2022
Tier 1 Leverage Capital (to average assets)
Company$204,5858.07%$101,4604.00%N/AN/A
Bank Only201,7837.96%101,3504.00%126,6875.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Company201,08511.06%81,8344.50%N/AN/A
Bank Only201,78311.12%81,6234.50%117,9006.50%
Tier 1 Capital (to risk-weighted assets)
Company204,58511.25%109,1126.00%N/AN/A
Bank Only201,78311.12%108,8306.00%145,1078.00%
Total Capital (to risk-weighted assets)
Company252,40513.88%145,4838.00%N/AN/A
Bank Only224,54512.38%145,1078.00%181,38410.00%

(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.

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Material Cash Requirements and Capital Resources

The following table provides the material cash requirements from known contractual and other obligations as of December 31, 2023:

Payments Due by Period
(dollars in thousands)TotalLess than 1 YearOver 1 yearOther (1)
Cash requirements
Time Deposits$18,358$13,999$4,359$
Subordinated notes45,00045,000
Junior subordinated debentures3,6093,609
Deferred compensation plans760175585
Operating leases7,3351,0166,319
Non-maturity deposits3,342,0053,342,005
Equity investment commitment653653

(1)Represents the undefined maturity of 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 maintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our operating, investing and financing activities during any given period. 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 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 an ICS account, and 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, 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.

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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 lines608,837772,732
Construction – commercial real estate loans92,709109,715
Construction – residential real estate loans20,82532,827
Residential real estate loans465,887374,735
Commercial real estate loans54,28935,024
Consumer and other loans1,015,738793,563
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 loans418,761329,193
Consumer and other loans1,015,156792,447
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 Business305,90565,856240,049
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards375,000250,000125,000
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer756,614600,770155,844
Installment loansConsumer933,3741,048,134(114,760)
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer709,108190,240518,868
$3,430,001$2,505,000$925,001
Total Existing Portfolio Size$1,195,938$1,012,504$183,434

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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, 2023December 31, 2022December 31, 2020December 31, 2019December 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

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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, 2023December 31, 2022December 31, 2021
BaaS loan interest income$204,458$102,808$6,532
Less: BaaS loan expense86,90053,2942,976
Net BaaS loan income (1)117,55849,5143,556
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, 2023December 31, 2022December 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, 2023December 31, 2022December 31, 2021
BaaS interest expense$71,646$16,108$99
Total BaaS interest expense$71,646$16,108$99

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Year Ended
(dollars in thousands; unaudited)December 31, 2023December 31, 2022December 31, 2021
BaaS program income:
Servicing and other BaaS fees$3,855$4,408$4,467
Transaction fees4,0113,211544
Interchange fees4,2522,583701
Reimbursement of expenses4,1752,7321,004
BaaS program income16,29312,9346,716
BaaS indemnification income:
BaaS credit enhancements177,76476,3749,086
BaaS fraud enhancements7,16529,5711,505
BaaS indemnification income184,929105,94510,591
Total noninterest BaaS income$201,222$118,879$17,307
Year Ended
(dollars in thousands; unaudited)December 31, 2023December 31, 2022December 31, 2021
BaaS loan expense$86,900$53,294$2,976
BaaS fraud expense7,16529,5711,505
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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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, 2023December 31, 2022December 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%

FY 2022 10-K MD&A

SEC filing source: 0001437958-23-000051.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-16. Report date: 2022-12-31.

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

Overview

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our business is conducted through two reportable segments: The community bank and CCBX. 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 had 27 partners as of December 31, 2022. 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, 2022, we had total assets of $3.14 billion, total loans receivable of $2.63 billion, total deposits of $2.82 billion and total shareholders’ equity of $243.5 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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. 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 and CCBX revenue from BaaS fee income. Our primary source of funding for our loans is commercial and retail deposits from our customer relationships and from our partner deposit relationships. We place secondary reliance on any funding from our CCBX partner deposit relationships that are transferred off our balance sheet and 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 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 loan losses, salaries and employee benefits, interest on deposits and borrowings, legal and professional expenses and data processing. Our principal lending products are commercial real estate loans, commercial and industrial loans, residential real estate loans, construction, land and land development loans, and consumer loans.

Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and PPP Overview

Our financial results for the years ended December 31, 2022 and 2021 were impacted by the coronavirus, and variants thereof, including the Delta and Omicron variants (“COVID-19”) pandemic. On March 27, 2020, the CARES Act was enacted, providing wide ranging economic relief for individuals and businesses impacted by the COVID-19 pandemic. Among other things, the statute created the Paycheck Protection Program (“PPP”), which was a stimulus response to the potential economic impacts of the COVID-19 pandemic. The purpose of the PPP was to provide forgivable loans to smaller businesses, sole proprietorships, independent contractors, and self-employed individuals that used the proceeds of the loans for payroll and certain other qualifying expenses.

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In total, we funded $763.9 million in PPP loans, since the first round of PPP loans opened in March 2020 through the close of round three. Total net deferred fees on these loans were $26.3 million. As of December 31, 2022, there were $4.7 million in PPP loans outstanding, compared to $111.8 million as of December 31, 2021.

London Interbank Offered Rate (“LIBOR”) Transition

On December 16, 2022, the Federal Reserve Board adopted a final rule that implements the LIBOR Act by identifying benchmark rates based on SOFR (Secured Overnight Financing Rate) that will replace LIBOR formerly known as the London Interbank Offered Rate, in certain financial contracts after June 30, 2023. Congress enacted the LIBOR Act, which was signed into law in March 2022, to provide a uniform, nationwide solution for so-called tough legacy contracts that do not have clear and practicable provisions for replacing LIBOR after June 30, 2023. The LIBOR Act also establishes a litigation safe harbor for lenders that select a LIBOR replacement under certain situations, including the use of a replacement rate selected by the Federal Reserve. As required by the law, the final rule identifies replacement benchmark rates based on SOFR to replace overnight, one-month, three-month, six-month, and 12-month LIBOR in contracts subject to the Act. These contracts include U.S. contracts that do not mature before LIBOR ends and that lack adequate "fallback" provisions that would replace LIBOR with a practicable replacement benchmark rate.

As of December 31, 2022, we had 51 loans totaling $206.6 million that are tied to LIBOR. We have $3.6 million in floating rate junior subordinated debentures to Coastal (WA) Statutory Trust I, which was formed for the issuance of trust preferred securities. These debentures are also tied to LIBOR. The move to an alternate index may impact the rates we receive on loans and rates we pay on our junior subordinated debentures. We have identified the loans and debt instruments impacted, and we believe we will be able to use other benchmark replacements and transition protections provided by the LIBOR Act, Federal Reserve rule and relevant accounting guidance to manage through the transition away from LIBOR. We no longer issue any loans or debt tied to LIBOR.

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. Since March 2022, in response to inflation, the FOMC of the Federal Reserve has increased the target range for the federal funds rate by 425 basis points, including 125 basis points during the fourth calendar quarter of 2022, to a range of 4.25% to 4.50% as of December 31, 2022. As it seeks to control inflation without creating a recession, the FOMC has indicated there may be further increases in the federal funds rate during calendar year 2023. 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.

Credit Quality

We have well established loan policies and underwriting practices that have resulted in low levels of charge-offs and nonperforming 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 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 loan losses as a result of this counterparty risk.

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Operating Efficiency

The largest component of noninterest expense is salaries and employee benefits. Other significant operating expenses include BaaS expense, occupancy expense, legal and professional expenses, data processing expense, director and staff expense and marketing 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 divisions, open new branches or make 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 56.26% at December 31, 2022, compared to 58.82% at December 31, 2021.

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 increased inflation, global unrest, the war in Ukraine, 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 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 these accounting policies, which are discussed below, to be critical accounting policies. 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 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 other-than-temporary impairment (“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

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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. 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, 2022, loans receivable totaled $2.63 billion, an increase of $884.5 million, or 50.8%, compared to $1.74 billion as of December 31, 2021. Total loans receivable is net of $6.1 million in net deferred origination fees, $82,000 of which is attributed to PPP loans. The increase is largely attributed to growth in our CCBX segment as a result of adding new partners, combined with loan growth in the community bank segment, partially 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 Loan 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 with partners and across loan categories. During the twelve months ended December 31, 2022, the Company transferred $152.5 million in CCBX loans receivable to loans held for sale and subsequently sold these loans. As of December 31, 2022 and 2021 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, 2022 and 2021.

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 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 2022, net contributions to private company equity investments totaled $699,000 and decreased in value by $153,000 in response to a decline in value in the stock based financial performance and growth rates. In 2021, net contributions to private company equity investments totaled $163,000 and increased in value by $1.5 million (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.

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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. Community bank loans are assessed at the individual loan level and CCBX loans are pooled and evaluated at both the partner and product level. 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 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 increased the allowance from $28.6 million at December 31, 2021 to $74.0 million at December 31, 2022. The allowance was significantly increased in response to growth in CCBX loans. The Company uses CCBX partner data, industry data and its own loan loss data to develop an appropriate allowance for the risk inherent in the CCBX new loan volume. The Company increased the allowance from $19.3 million to $28.6 million in 2021 largely due to an increase in CCBX consumer loans. For more information and discussion related to the allowance for loan losses, see “Note 4 - Loans and Allowance for Loan Losses” in the Consolidated Financial Statements.

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

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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 as follows: 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 loan losses and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through noninterest income (BaaS fees -credit enhancement). Incurred losses are recorded in the allowance for loan 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, 2022, noninterest income subject to Topic 606 increased $4.3 million to $18.2 million, compared to $13.9 million for the year ended December 31, 2021. 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.

Emerging Growth Company

The Jumpstart Our Business Startups Act of 2012, (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.

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, 2022, 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.

Results of Operations

Net Income

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021. Net income for the year ended December 31, 2022 was $40.6 million, or $3.01 per diluted share, compared to $27.0 million, or $2.16 per diluted share, for the year ended December 31, 2021. The increase in net income over the prior year was attributable to a $92.3 million increase in net interest income, $96.6 million increase in noninterest income partially offset by a $103.5 million increase in noninterest expense and a $69.1 million increase in the provision for loan losses.

Net Interest Income

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021. Net interest income for the year ended December 31, 2022, was $171.8 million, compared to $79.4 million for the year ended December 31, 2021, an increase of $92.3 million, or 116.2%. Yield on loans receivable was 8.12% for the year ended December 31, 2022, compared to 4.86% for the year ended December 31, 2021. The increase in net interest income compared to the year ended December 31, 2021 was largely related to increased yield on loans from growth in higher yielding CCBX and community bank loans and interest rate increases on variable rate and new loans. Average loans receivable for the year ended December 31, 2022 was $2.26 billion, compared to $1.69 billion for the year ended December 31, 2021.

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Interest and fees on loans totaled $183.4 million for the year ended December 31, 2022 compared to $82.1 million for the year ended December 31, 2021. The $101.2 million increase in interest and fees on loans for the year ended December 31, 2022, compared to the year ended December 31, 2021, was largely due to increased yield on loans from growth in higher yielding CCBX loans and an overall increase in interest rates. Loan growth of $884.5 million, or 50.8%, for the year ended December 31, 2022, compared to December 31, 2021, includes a decrease of $107.1 million in PPP loans that were forgiven or repaid. CCBX average loans receivable grew to $742.4 million for the year ended December 31, 2022, compared to $146.3 million for the year ended December 31, 2021, an increase of $596.1 million, or 407.4%. Average CCBX yield of 13.85% was earned on CCBX loans for the year ended December 31, 2022, compared to 4.46% for the year ended December 31, 2021. 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 4.25% during the year ended December 31, 2022. We continue to monitor the impact of these increases in interest rates.

Interest income from interest earning deposits with other banks was $6.7 million at December 31, 2022, an increase of $6.1 million due to an increase in balances and higher interest rates, compared to December 31, 2021. The average balance of interest earning deposits invested with other banks for the year ended December 31, 2022 was $516.0 million, compared to $402.1 million for the year ended December 31, 2021. Additionally, the yield on these interest earning deposits with other banks increased 1.15%, compared to the year ended December 31, 2021. Interest income on investment securities increased to $1.7 million at December 31, 2022, compared to $79,000 at December 31, 2021. Average investment securities increased $63.2 million from $30.0 million for the year ended December 31, 2022 to $93.2 million for the year ended December 31, 2022, and average yield increased to 1.87% for the year ended December 31, 2022, compared to 0.26% for the year ended December 31, 2021.

Interest expense was $20.4 million for the year ended December 31, 2022, a $16.7 million increase from the year ended December 31, 2021. Interest expense on deposits was $19.0 million for the year ended December 31, 2022, compared to $2.3 million for the year ended December 31, 2021. The $16.7 million increase in interest expense on deposits was primarily due to an increase in average interest bearing deposits of $813.9 million. Interest on borrowed funds was $1.4 million for the year ended December 31, 2022, compared to $1.3 million for the year ended December 31, 2021. The $72,000 increase in interest expense on borrowed funds from the year ended December 31, 2021 is the result of a decrease in average PPPLF and FHLB borrowings, which were paid off in full during the quarter ended June 30, 2021 and March 31, 2022, respectively, partially offset by a $12.2 million average balance increase in subordinated debt, which increased during the year ended December 31, 2022. Interest expense is expected to increase as a result of the FOMC increasing the Fed Funds rate 4.25% during the year ended December 31, 2022. In addition, as a result of the FOMC rate increase, CCBX deposits that were below their floor to earn interest due to the low interest rate environment and were not earning interest were reclassified to interest bearing deposits from noninterest bearing deposits during the first and second quarters of 2022. We anticipate additional rate increases in 2023, which we expect will result in higher interest expense on interest bearing deposits which will be offset by higher interest rates on CCBX loans and excess cash invested in the Federal Reserve Bank or other banks.

Net interest margin was 5.97% for the year ended December 31, 2022, compared to 3.73% for the year ended December 31, 2021. Interest rate spread was 5.52%, and 3.54% for the years ended December 31, 2022 and 2021, respectively. The increase in net interest margin and spread compared to the year ended December 31, 2021 was largely a result of an increase in higher rate loans. Average loans increased $568.9 million, compared to the year ended December 31, 2021; the increase includes an average decrease in PPP loans of $340.3 million. Also contributing to the increase in net interest margin and spread compared to the year ended December 31, 2021 was a $113.9 million increase in average interest earning deposits invested in other banks. These interest earning deposits earned an average rate of 130 basis points for the year ended December 31, 2022, compared to an average rate of 15 basis points for the year ended December 31, 2021.

Cost of funds was 0.75% for the year ended December 31, 2022, compared to 0.18% for the year ended December 31, 2021. Cost of deposits for the year ended December 31, 2022 was 0.71%, which was a 59 basis point increase, from 0.12% for the year ended December 31, 2021. These increases were largely due to an increase in interest bearing deposits from CCBX and an increase in interest rates. CCBX deposit growth and the aforementioned reclassification of CCBX noninterest bearing deposits to interest bearing deposits significantly contributed to the increase in interest expense.

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Total yield on loans receivable for the year ended December 31, 2022 was 8.12%, compared to 4.86% for the year ended December 31, 2021. 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, 2022, average CCBX loans increased $596.1 million, or 407.4%, with an average CCBX yield of 13.85%, compared to 4.46% at December 31, 2021. 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. There was a decrease in average community bank loans of $27.2 million, or 1.8%, which is attributed to an average $340.3 million decrease in PPP loans as a result of loan forgiveness and repayments, compared to the year ended December 31, 2021. Average yield on community bank loans for the year ended December 31, 2022 was 5.32%. compared to 4.90% for the year ended December 31, 2021.

The following tables show the average yield on loans and cost of deposits by segment and also illustrates the impact of BaaS loan expense on CCBX yield on loans:

For the Year Ended
December 31, 2022December 31, 2021
(unaudited)Yield onLoans (2)Cost of DepositsYield onLoans (2)Cost of Deposits
Community Bank5.32%0.18%4.90%0.14%
CCBX (1)13.85%1.57%4.46%0.03%
Consolidated8.12%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.

For the Year Ended
December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Income / ExpenseIncome / expense divided by average CCBX loansIncome / ExpenseIncome / expense divided by average CCBX loans
BaaS loan interest income$102,80813.85%$6,5324.46%
Less: BaaS loan expense53,2947.18%2,9762.03%
Net BaaS loan income (1)$49,5146.67%$3,5562.43%
Average BaaS Loans$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.”

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 $3.2 million and $18.4 million for the years ended December 31, 2022 and 2021, respectively. Of the $18.4 million in fees recognized in 2021, $15.5 million were from PPP loans. For the years ended December 31, 2022 and 2021, the amount of interest income not recognized on nonaccrual loans was not material.

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Average Balance Sheets For the Year Ended December 31,
20222021
(dollars in thousands)Average BalanceInterest & DividendsYield / Cost (1)Average BalanceInterest & DividendsYield / Cost (1)
Assets
Interest earning assets:
Interest earning deposits with other banks$515,967$6,7281.30%$402,081$6080.15%
Investment securities, available for sale (2)91,9701,7101.8627,908490.18
Investment securities, held to maturity (2)1,266352.762,137301.40
Other investments10,1463453.407,0522844.03
Loans receivable (3)2,257,787183,3528.121,688,92582,1124.86
Total interest earning assets2,877,136192,1706.682,128,10383,0833.90
Noninterest earning assets:
Allowance for loan losses(46,769)(19,870)
Other noninterest earning assets119,81774,088
Total assets$2,950,184$2,182,321
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$1,724,020$19,0041.10%$910,106$2,3270.26%
PPPLF borrowings68,6992400.35
FHLB advances and borrowings6,029691.1424,9992841.14
Subordinated debt27,6261,1794.2715,3797114.62
Junior subordinated debentures3,5871433.993,585842.34
Total interest bearing liabilities1,761,26220,3951.161,022,7683,6460.36
Noninterest bearing deposits942,087989,945
Other liabilities24,09712,926
Total shareholders' equity222,738156,682
Total liabilities and shareholders' equity$2,950,184$2,182,321
Net interest income$171,775$79,437
Interest rate spread5.52%3.54%
Net interest margin (4)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 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. Items are that not directly attributed to the segment are not listed:

For the Year Ended
December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Average BalanceInterest & DividendsYield / CostAverage BalanceInterest & DividendsYield / Cost
Community Bank
Assets
Loans receivable (1)$1,515,395$80,5445.32%$1,542,621$75,5804.90%
Liabilities
Interest bearing deposits905,4472,8960.32877,3892,2280.25
Noninterest bearing deposits733,104674,509
Total deposits$1,638,551$2,8960.18$1,551,898$2,2280.14
Interest rate spread5.14%4.76%
CCBX
Assets
Loans receivable (1)(2)$742,392$102,80813.85%$146,304$6,5324.46%
Liabilities
Interest bearing deposits818,57316,1081.9732,717990.30
Noninterest bearing deposits208,983315,436
Total deposits$1,027,556$16,1081.57$348,153$990.03
Interest rate spread12.28%4.43%
Net BaaS loan income interest rate spread (3)5.10%2.40%

(1)Includes loans held for sale and nonaccrual loans.

(2)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.

(3)A reconciliation of the non-GAAP measures are is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

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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 earning assets and interest bearing liabilities and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. The table illustrates the $55.0 million increase in loan interest income that is attributable to an increase in loan rates and $46.2 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, 2022Compared toYear Ended December 31, 2021
Increase (Decrease) Due toTotal Increase (Decrease)
(dollars in thousands)VolumeRate
Interest income:
Interest earning deposits$1,485$4,635$6,120
Investment securities, available for sale1,1914701,661
Investment securities, held to maturity(24)295
Other Investments105(44)61
Loans receivable46,19755,043101,240
Total increase in interest income48,95460,133109,087
Interest expense:
Interest bearing deposits8,9727,70516,677
PPPLF borrowings(240)(240)
FHLB advances(217)2(215)
Subordinated debt523(55)468
Junior subordinated debentures5959
Total increase in interest expense9,0387,71116,749
Increase in net interest income$39,916$52,422$92,338

Provision for Loan Losses

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

The economic environment is continuously changing, due to increased inflation, higher interest rates, global unrest, the war in Ukraine, the political environment and trade issues that may impact the provision and therefore the allowance. Gross loans, excluding loans held for sale, totaled $2.63 billion at December 31, 2022 and included $4.7 million in PPP loans, which are 100% guaranteed, and are excluded from the provision for loan losses calculation. The allowance for loan losses as a percentage of loans was 2.82% at December 31, 2022, compared to 1.64% at December 31, 2021.

Agreements with our CCBX partners provide for an indemnification of loan losses, also known as 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 CCBX loans and deposit overdrafts. When the provision for loan losses and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded in other assets on the balance sheet through noninterest income (BaaS credit enhancements) in recognition of the CCBX partner legal commitment to cover the Bank’s loan losses related to loans they originate on behalf of the Bank. Incurred loan losses are recorded in the allowance for loan losses, and as the credit enhancement obligations are received from the CCBX partner, the credit enhancement asset is relieved.

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

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characteristics, economic outlook, and other key methodology assumptions versus the current accounting practice that utilizes the incurred loss model. The adoption of this ASU will result in a one-time cumulative-effect adjustment to the allowance for loan losses as of the day of adoption. The Company currently estimates a combined increase to our allowance for credit losses and reserve for unfunded loan commitments of 3% to 10%. This change will decrease the opening retained earnings balance as of January 1, 2023. The above range is disclosed due to the fact that the Company is still in the process of finalizing the CECL allowance model, including the review of assumptions related to qualitative adjustments and economic forecasts; finalizing the execution of internal controls; and evaluating the impact to our financial statement disclosures.

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021. The provision for loan losses for the year ended December 31, 2022, was $79.1 million compared to $9.9 million for the year ended December 31, 2021. The increase in the Company’s provision for loan losses during the year ended December 31, 2022, is largely related to the provision for CCBX partner loans. During the year ended December 31, 2022, a $78.3 million provision for loan losses was recorded for loans originated through CCBX partners based on management’s analysis. The factors used in management’s analysis for community bank loan losses indicated that a provision for loan loss of $719,000 was needed for the year ended December 31, 2022.

The $78.3 million provision on CCBX loans includes $76.9 million for partner loans with credit enhancement on them and $1.4 million is attributed to loans originated through one CCBX partner for which the Company is responsible for credit losses. In accordance with the program agreement and for one CCBX partner only, the Company is responsible for credit losses on approximately 10% of a $114.5 million loan portfolio, or $11.5 million of that loan portfolio at December 31, 2022.

The following table shows the provision expense by segment for the periods indicated:

Year Ended
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
Community bank$719$1,275
CCBX78,3458,640
Total provision expense$79,064$9,915

Net charge-offs for the year ended December 31, 2022 totaled $33.7 million, or 1.49% of total average loans, as compared to net charge-offs of $545,000, or 0.03% of total average loans, for the year ended December 31, 2021. Net charge-offs were up significantly in 2022 compared to 2021 due to CCBX partner loans. In 2022, $382,000 in net charge-offs were for the community bank and $33.3 million were for CCBX. In 2021, $172,000 were for the community bank and $373,000 of the charge-offs were for the CCBX.

The following table show the total charge-off activity by segment for the periods indicated:

Year Ended December 31, 2022Year EndedDecember 31, 2021
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$428$33,321$33,749$255$385$640
Gross recoveries(46)(36)(82)(83)(12)(95)
Net charge-offs$382$33,285$33,667$172$373$545
Net charge-offs to average loans0.03%4.48%1.49%0.01%0.25%0.03%

Noninterest Income

Our primary sources of recurring noninterest income are BaaS indemnification income, Baas program income and deposit service charges and fees. Noninterest income does not include loan origination fees, 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, 2022, noninterest income totaled $124.7 million, an increase of $96.6 million, or 343.4%, compared to $28.1 million for the year ended December 31, 2021. The following table presents, for the periods indicated, the major categories of noninterest income:

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

Year Ended December 31,Increase (Decrease)Percent Change
(dollars in thousands)20222021
Deposit service charges and fees$3,804$3,698$1062.9%
Loan referral fees8102,126(1,316)(61.9)
Mortgage broker fees257920(663)(72.1)
Gain on sale of bank branch including deposits and loans, net1,263(1,263)(100.0)
Gain on sales of loans, net396(396)(100.0)
Unrealized (loss) gain on equity securities, net(153)1,469(1,622)(110.4)
Other1,08793914815.8
Noninterest income, excluding BaaS program income and BaaS indemnification income5,80510,811(5,006)(46.3)
Servicing and other BaaS fees4,4084,467(59)(1.3)
Transaction fees3,2115442,667490.3
Interchange fees2,5837011,882268.5
Reimbursement of expenses2,7321,0041,728172.1
BaaS program income12,9346,7166,21892.6
BaaS credit enhancements76,3749,08667,288740.6
BaaS fraud enhancements29,5711,50528,0661,864.9
BaaS indemnification income105,94510,59195,354900.3
Total noninterest income$124,684$28,118$96,566343.4%

A description of our largest noninterest income categories are below:

BaaS Fees. 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 loan losses and reserve for unfunded commitments provided by the partner as revenue in BaaS income. CCBX credit losses are recognized in the allowance for loan loss and noncredit 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 loan losses through the recognition of BaaS credit enhancement revenue at the same time we establish an allowance for those loans though a provision for loan losses. For more information on the accounting for BaaS allowance for loan losses, reserve for unfunded commitments, credit enhancements and fraud enhancements see the section titled “CCBX – BaaS Reporting Information.”

For the year ended December 31, 2022, we earned $118.9 million in BaaS fees, which was an increase of $101.6 million, or 586.9%, over the year ended December 31, 2021, where we earned $17.3 million in BaaS fees. The increase over the year ended December 31, 2021 was primarily due to an increase of $6.2 million in total BaaS fee program income, which was the result of increased relationships with broker dealers and digital financial service providers, $67.3 million in BaaS fees – credit enhancements related to the allowance for loan losses and reserve for unfunded commitments, $28.1 million in BaaS fees – fraud recovery, and $1.7 million increase in reimbursement of expenses.

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The following table presents the BaaS fee income for the periods indicated:

Year Ended December 31,Increase (Decrease)
(dollars in thousands)20222021
Program income:
Servicing and other BaaS fees$4,408$4,467(59)
Transaction fees3,2115442,667
Interchange fees2,5837011,882
Reimbursement of expenses2,7321,0041,728
Program income12,9346,7166,218
Indemnification income:
Credit enhancements76,3749,08667,288
Fraud enhancements29,5711,50528,066
Indemnification income105,94510,59195,354
Total BaaS income$118,879$17,307101,572

Our CCBX segment continues to evolve, and now has 27 relationships, at varying stages, as of December 31, 2022. As of December 31, 2022, we had 19 active relationships. We continue to refine the criteria for CCBX partnerships and are exiting relationships where it makes sense for both parties and are focusing on selecting larger and more established partners, with experienced management teams. We are winding down two partner relationships; these programs are not material in terms of income, deposits or loans.

The following table illustrates the activity in CCBX for the periods indicated:

As of
(unaudited)December 31, 2022December 31, 2021
Active1919
Friends and family / testing11
Implementation / onboarding05
Signed letters of intent53
Wind down - preparing to exit relationship20
Total CCBX relationships2728

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 $3.8 million for the year ended December 31, 2022, an increase of $106,000, or 2.9%, over the prior year primarily due to increases in point-of-sale fees of $96,000 and service charges on deposit accounts of $58,000, partially offset by decreases in merchant services revenue of $60,000, ATM fees of $9,000, and overdraft fees of $6,000. NSF and overdraft fees were $310,000 for the year ended December 31, 2022, compared to $316,000 for the year ended December 31, 2021. During 2022 consumer overdraft fees were eliminated. Consumer overdraft fees are not a significant source of income, and the elimination of these fees will not have a significant impact on income.

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The following table presents deposit service charges and fees for the periods indicated:

Year Ended December 31,Increase (Decrease)Percent Change
(dollars in thousands)20222021
Point of sale fees$2,055$1,959964.9%
Service charges on accounts4684105814.1
Merchant services508568(60)(10.6)
Overdraft and NSF fees310316(6)(1.9)
ATM fees218227(9)(4.0)
Cash management fees11811354.4
Other1271052221.0
$3,804$3,698$1062.9%

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 assuming the interest rate risk. 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 fluctuates 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 $810,000 for the year ended December 31, 2022, a decrease of $1.3 million, or 61.9%, over the year ended December 31, 2021. Interest rate volatility, swap rates, and the timing of loan closings all impact the demand for long-term fixed rate swaps.

Mortgage Broker Fees. We earn mortgage broker fees for residential mortgage loans that we broker through mortgage lenders. Mortgage broker fees decreased $663,000, or 72.1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The mortgage market is slowing down as a result of higher interest rates on mortgages.

Gain on Sale of Branch, net. The sale of our Freeland branch closed on April 30, 2021. Noninterest income included $1.3 million gain from sale of the branch in 2021, there was no similar income in 2022.

Gain on Sale of Loans, net. Gain on sales of loans occurs when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and USDA loans that we originate. This activity fluctuates based on SBA and USDA loan activity. Gain on sale of loans decreased $396,000, or 100.0%, to zero for the year ended December 31, 2022 compared to the prior year, due to decreased activity.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2022, we recognized an unrealized loss on equity securities of $153,000, compared to the year ended December 31, 2021, when we recognized a $1.5 million unrealized holding gain on an equity security as a result of an observable price change.

Other. This category includes a variety of other income-producing activities, annuity broker fees, and SBA and USDA servicing fees. Other noninterest income increased $148,000, or 15.8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Noninterest Expense

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

For the year ended December 31, 2022, noninterest expense totaled $166.8 million, an increase of $103.5 million, or 163.6%, compared to $63.3 million for the year ended December 31, 2021. Noninterest expense, excluding BaaS loan and BaaS fraud expense totaled $83.9 million and increased $25.1 million or 42.7%.

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

Year Ended December 31,Increase (Decrease)Percent Change
(dollars in thousands)20222021
Salaries and employee benefits$52,228$37,101$15,12740.8%
Occupancy4,5484,12842010.2
Data processing and software licenses6,4874,9511,53631.0
Point of sale expense2,1096711,438214.3
Legal and professional expenses6,7603,1333,627115.8
FDIC assessments2,8591,6321,22775.2
Excise taxes2,2041,58961538.7
Director and staff expenses1,7111,20550642.0
Marketing351451(100)(22.2)
Other4,6523,92173118.6
Noninterest expense, excluding BaaS loan and BaaS fraud expense83,90958,78225,12742.7
BaaS loan expense53,2942,97650,3181,690.8
BaaS fraud expense29,5711,50528,0661,864.9
BaaS loan and fraud expense82,8654,48178,3841,749.3
Total noninterest expense$166,774$63,263$103,511163.6%

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 $52.2 million for the year ended December 31, 2022, an increase of $15.1 million, or 40.8%, compared to $37.1 million for the year ended December 31, 2021. 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 business. As of December 31, 2022, we had 448 full-time equivalent employees, compared to 377 at December 31, 2021.

Occupancy Expenses. Occupancy expenses were $4.5 million for the year ended December 31, 2022, compared to $4.1 million for the year ended December 31, 2021, an increase of $420,000, or 10.2%. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $1.8 million and $1.6 million for years ended December 31, 2022 and 2021, respectively. The increase of $420,000 in occupancy expenses for 2022 compared to 2021, 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.

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 $6.8 million for the year ended December 31, 2022 compared to $3.1 million for the year ended December 31, 2021, an increase of $3.6 million, or 115.8%. The increase in legal and professional expenses were primarily focused on building infrastructure for future growth.

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. 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

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automated processing and as we grow product lines and our CCBX segment. Data processing costs were $6.5 million for the year ended December 31, 2022, compared to $5.0 million for the year ended December 31, 2021, an increase of $1.5 million, or 31.0%.

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. FDIC assessments were $2.8 million for the year ended December 31, 2022, compared to $1.6 million for the year ended December 31, 2021, an increase of $1.2 million, or 75.2%. Deposit growth in the community bank and CCBX contributed to this increase. On October 18, 2022 the FDIC finalized an increase of 2 basis points in the initial base deposit insurance assessment rates schedules. The rise is intended to increase the reserve ratio of the Deposit Insurance Fund, which was at 1.26% as of September 30, 2022, 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%. The increase will take effect in the first quarterly assessment period of 2023 and will increase the FDIC assessment expense for the Bank.

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 other states is also removed to arrive at the taxable base. Excise taxes were $2.2 million for the year ended December 31, 2022, compared to $1.6 million for the year ended December 31, 2021, an increase of $615,000, or 38.7%. Excise taxes increased as a result of increased income subject to excise taxes. Partially offsetting that increase is a credit we received in 2022 against excise taxes owed in the amount of $109,000 as a result of our participation in the Washington State Main Street Program, which reduced our calculated 2022 expense. Excise taxes are based on gross income of $316.9 million and $111.2 million for the years ended December 31, 2022 and 2021, respectively. Gross income is reduced by certain allowed deductions to arrive at the taxable base; however, as gross income increases, so does the excise tax expense.

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 $1.7 million for the year ended December 31, 2022 compared to $1.2 million for the year ended December 31, 2021, an increase of $506,000, or 42.0%. In 2022 we saw an increase in employee travel and training return to a more typical level after a year of reduced activity in 2021 as a result of restrictions related to the COVID-19 pandemic.

Marketing and promotion. Marketing and promotion costs were $351,000 for the year ended December 31, 2022, compared to $451,000 for the year ended December 31, 2021, a decrease of $100,000, or 22.2%. Marketing and promotion costs decreased because we are using more cost-effective advertising options; however, we expect to see advertising expenses increase as we deploy more branding and targeted advertising for the community bank and CCBX.

Other. This category includes dues and memberships, office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officer’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 $4.7 million for the year ended December 31, 2022, compared to $3.9 million for the year ended December 31, 2021, an increase of $731,000, or 18.6%. The increase was largely due to a $551,000 increase in dues and memberships and $91,000 increase in business development and overall increases resulting from growth for the year ended December 31, 2022, 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 BaaS loan and fraud expense is partner loan expense including overdraft balances and partner fraud expense. Partner loan expense represents the amount paid or payable to partners for credit enhancements, fraud enhancements and servicing CCBX loans. Partner fraud expense represents noncredit fraud losses on loans and deposits originated through partners. Fraud losses are recorded when incurred as losses in noninterest expense, and the reimbursement 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, 2022, BaaS loan and fraud expense was $82.9 million, compared to $4.5 million for the year ended December 31, 2021 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.”

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The following table presents, for the periods indicated, the BaaS loan and fraud expenses:

Year Ended December 31,Increase (Decrease)
(dollars in thousands)20222021
BaaS loan expense$53,294$2,976$50,318
BaaS fraud expense29,5711,50528,066
Total BaaS loan and fraud expense$82,865$4,481$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 are effective beginning January 1, 2023. Based on its current analysis of the provisions, we do not expect this legislation to have a material impact on our consolidated financial statements.

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021. For the year ended December 31, 2022, income tax expense totaled $10.0 million, compared to $7.4 million for the year ended December 31, 2021. Our effective tax rates for the years ended December 31, 2022, and 2021, was 19.7% and 21.4%, respectively. The effective tax rate was lower for 2022 due to an update in the state apportionment of the revenues in the states in which we operate combined with tax benefits that resulted from stock based compensation activity.

Segment Information

For financial reporting purposes our Company has two reportable segments: The community bank and CCBX, which has been determined based upon the Company's relationship with the end customer. This determination also gave consideration to the structure and management of our various products. The community bank segment includes the operations of the Bank, and excludes the CCBX BaaS operations. The community bank segment derives its revenue primarily from interest on loans and investments as well as noninterest income typical for the banking industry. The CCBX segment includes BaaS operations. The CCBX segment derives its revenue from BaaS partnerships that allow our broker-dealer and digital financial partners to offer their customers banking services such as loans and deposits.

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 previously reported segment financial data. 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 elsewhere in this report.

Community bank total assets as of December 31, 2022 decreased $184.6 million, or 8.1%, to $2.10 billion, compared to $2.28 billion as of December 31, 2021. Total community bank loans receivable increased $218.7 million, or 15.7%, to $1.61 billion as of December 31, 2022, compared to $1.40 billion as of December 31, 2021. The increase in loans receivable is the result of strong loans growth net of $107.1 million in PPP loan forgiveness and paydowns during the year ended December 31, 2022. Non-PPP community bank loan growth was $325.8 million, or 25.4%, as a result of increased loan activity. Total community bank deposits decreased $109.3 million, or 6.6%, to $1.54 billion, as of December 31, 2022, compared to $1.65 billion as of December 31, 2021. The decrease in deposits is largely due our decision to let some deposits runoff instead of retaining them based on price. The overall increase in deposits was achieved

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despite a decrease of $25.6 million in total deposits due to the sale of our Freeland branch, which were included in the total deposits as of December 31, 2021.

Net interest income for the community bank was $85.1 million for the year ended December 31, 2022, an increase of $12.1 million, or 16.5%, compared to $73.0 million for the year ended December 31, 2021. The increase in net interest income is largely due to loan growth and increased interest rates on new and variable rate loans. Provision for loan losses was $719,000 for the year ended December 31, 2022, compared to $1.3 million for the year ended December 31, 2021. The provision for loan losses was increased in 2021 as a result of economic uncertainties of the COVID-19 pandemic and loan growth, however losses have not realized as anticipated. Noninterest income for the community bank was $5.7 million, for the year ended December 31, 2022, a decrease of $5.1 million, or 47.2%, compared to $10.7 million for the year ended December 31, 2021 In 2021, there was a $1.5 million unrealized holding gain on an equity investment and $1.3 million gain on sale of a branch, compared to $153,000 unrealized loss on equity securities, no gain on sale of branch and $1.3 million less in loan referral fees in 2022. Noninterest expenses for the community bank increased $12.6 million, or 24.4%, to $64.1 million as of December 31, 2022, compared to $51.5 million as of December 31, 2021. The increase in noninterest expense is largely due to increased salaries and employee benefits as a result of growth, higher software licenses maintenance and subscription costs related to new reporting software that helps to automate and create efficiencies in reporting, and other expense increases related to growth.

CCBX total assets as of December 31, 2022 increased $693.6 million, or 196.5%, to $1.05 billion, compared to $353.0 million as of December 31, 2021. Total CCBX loans receivable increased $665.8 million, or 192.1%, to $1.01 billion as of December 31, 2022, compared to $346.7 million as of December 31, 2021. The increase in loans receivable is the result of growth in CCBX relationships. CCBX allowance for loan losses increased to $53.4 million as of December 31, 2022, compared to $8.3 million as of December 31, 2021 as a result of loan growth and portfolio mix. Total CCBX deposits increased $563.0 million, or 78.6%, to $1.28 billion, compared to $716.3 million as of December 31, 2021 as a result of growth in CCBX.

Included in noninterest expense for the community bank is administrative overhead of $27.2 million and $19.0 million for the year ended December 31, 2022 and December 31, 2021, respectively. Both the community bank and the CCBX segment benefit from this administrative overhead and services, which includes shared operational activities such as data management, compliance monitoring and other administration functions.

Net interest income for CCBX was $86.7 million for the year ended December 31, 2022, an increase of $80.3 million, or 1,247.7%, compared to $6.4 million for the year ended December 31, 2021. The increase in net interest income is due to loan growth from CCBX relationships. Provision for loan losses was $78.3 million for the year ended December 31, 2022, compared to $8.6 million for the year ended December 31, 2021, as a result of loan growth from CCBX partners. Noninterest income for CCBX was $119.0 million, for the year ended December 31, 2022, an increase of $101.6 million, or 583.9%, compared to $17.4 million for the year ended December 31, 2021, due to an increase of $6.2 million in BaaS fee program income, which was the result of increased activity with broker dealers and digital financial service providers, $67.3 million in BaaS fees – credit enhancements related to the allowance for loan losses and reserve for unfunded commitments, and $28.1 million in BaaS fees – fraud enhancements. Noninterest expenses for CCBX increased $90.9 million, or 776.2%, to $102.7 million as of December 31, 2022, compared to $11.7 million as of December 31, 2021. The increase in noninterest expense is largely due to an increase in BaaS loan expense, BaaS fraud expense and increased salaries and benefits, for the year ended December 31, 2022, compared to the year ended December 31, 2021. For more information on the accounting for BaaS income and expenses see the section titled “CCBX – BaaS Reporting Information.”.

The following tables present summary financial information for each segment for the periods indicated:

December 31, 2022December 31, 2021
(dollars in thousands)BankCCBXTotalBankCCBXTotal
Total assets$2,097,885$1,046,582$3,144,467$2,282,514$353,003$2,635,517
Total loans receivable1,614,7511,012,5052,627,2561,396,060346,6751,742,735
Allowance for loan losses(20,636)(53,393)(74,029)(20,299)(8,333)(28,632)
Total deposits1,538,2181,279,3032,817,5211,647,529716,2582,363,787

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Year Ended
December 31, 2022December 31, 2021
(dollars in thousands)BankCCBXTotalBankCCBXTotal
Net interest income$85,075$86,700$171,775$73,004$6,433$79,437
Provision for loan losses$719$78,34579,064$1,275$8,6409,915
Noninterest income$5,652$119,032124,684$10,713$17,40528,118
Noninterest expense$64,114$102,660166,774$51,547$11,71663,263

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Financial Condition

Our total assets increased $509.0 million to $3.14 billion, or 19.3% at December 31, 2022, compared to $2.64 billion at December 31, 2021. This increase was largely the result of a $884.5 million increase in loans receivable, combined with a decrease of $489.2 million in interest earning deposits with other banks.

Loans Held For Sale

During the year ended December 31, 2022, $152.5 million in CCBX loans were transferred to loans held for sale, with $152.5 million in loans sold, at par, during the year ended December 31, 2022 and zero remaining in loans held for sale as of December 31, 2022.

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 primarily 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, 2022, loans receivable totaled $2.63 billion, an increase of $884.5 million, or 50.8%, compared to December 31, 2021. Total loans receivable is net of $6.1 million in net deferred origination fees, $82,000 of which is attributed to PPP loans. The increase includes CCBX loan growth of $665.8 million, or 192.1%, and community bank loan growth of $215.9 million, or 15.4%, which includes a $107.1 million, or 95.8%, reduction in PPP loans due to forgiveness and principal paydowns. Additionally, unused loan commitments increased including unused commitments on capital call lines which increased $356.8 million to $772.7 million at December 31, 2022, compared to $416.0 million at December 31, 2021, which may translate into loan growth as the commitments are utilized.

Loans as a percentage of deposits were 93.2% as of December 31, 2022, compared to 73.7% as of December 31, 2021. We remain focused on serving our communities and markets by growing loans and funding those loans with customer deposits. The increase in the loan to deposit ratio was due to loan growth.

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

As of December 31,
20222021
(dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
PPP loans$4,6990.2%$111,8136.4%
Capital call lines146,0295.5202,88211.5
All other commercial & industrial loans161,9006.1104,3656.0
Total commercial and industrial loans:312,62811.8419,06023.9
Real estate loans:
Construction, land and land development214,0558.1183,59410.5
Residential real estate449,15717.1204,38911.7
Commercial real estate1,048,75239.8835,58747.7
Consumer and other loans608,77123.2108,8716.2
Gross loans receivable2,633,363100.0%1,751,501100.0%
Net deferred origination fees - PPP loans(82)(3,633)
Net deferred origination fees - all other loans(6,025)(5,133)
Loans receivable$2,627,256$1,742,735
Loan Yield8.12%4.86%

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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, 2022December 31, 2021
(dollars in thousands; unaudited)Balance% to TotalBalance% to Total
Commercial and industrial loans:
PPP loans$4,6990.3%$111,8138.0%
All other commercial & industrial loans146,9829.1104,3657.4
Real estate loans:
Construction, land and land development loans214,05513.2183,59413.1
Residential real estate loans204,58112.6167,50211.9
Commercial real estate loans1,048,75264.7835,58759.5
Consumer and other loans:
Other consumer and other loans1,7250.12,0340.1
Gross Community Bank loans receivable1,620,794100.0%1,404,895100.0%
Net deferred origination fees(6,042)(8,835)
Loans receivable$1,614,752$1,396,060
Loan Yield5.32%4.90%
CCBXAs of
December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Balance% to TotalBalance% to Total
Commercial and industrial loans:
Capital call lines$146,02914.4%$202,88258.6%
All other commercial & industrial loans14,9181.50.0
Real estate loans:
Residential real estate loans244,57624.236,88710.6
Consumer and other loans:
Credit cards279,64427.611,4293.3
Other consumer and other loans327,40232.395,40827.5
Gross CCBX loans receivable1,012,569100.0%346,606100.0%
Net deferred origination (fees) costs(65)69
Loans receivable$1,012,504$346,675
Loan Yield (1)13.85%4.46%

(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. Commercial and industrial loans decreased $106.4 million, or 25.4%, to $312.6 million as of December 31, 2022, from $419.1 million as of December 31, 2021. The decrease in commercial and industrial loans receivable over December 31, 2021 was due to $107.1 million in forgiven and repaid PPP loans and a decrease of $56.9 million in capital call lines, partially offset by a $57.5 million increase in other commercial and industrial loans. Included in the commercial and industrial loan balance is $146.0 million and $202.9 million in capital call lines resulting from relationships with our CCBX partners as of December 31, 2022, and December 31, 2021, respectively. As of December 31, 2022, there were $14.9 million in CCBX other commercial loans, compared to zero at December 31, 2021.

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 equipment, and we generally obtain personal guarantees on these loans. Commercial and industrial loans includes $45.1 million and $20.2 million in loans to financial institutions as of December 31, 2022, and December 31, 2021, respectively.

Also included in commercial and industrial loans is $4.7 million and $111.8 million in PPP loans as of December 31, 2022, and December 31, 2021, respectively. As of December 31, 2022, $4.7 million in PPP loans remained with $82,000 in net deferred fees, which will be recognized in interest income in future periods. The impact of PPP loans on the Company’s financial statements has significantly decreased 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 increased $30.5 million, or 16.6%, to $214.1 million as of December 31, 2022, from $183.6 million as of December 31, 2021. The increase is attributed to growth in community bank primarily for commercial construction and some land and land development loans.

Unfunded loan commitments for construction, land and land development loans were $142.5 million at December 31, 2022, compared to $134.3 million at December 31, 2021. Although we have seen a strong commercial and residential real estate market in the Puget Sound region thus far in 2022, the economic environment is continuously changing and is impacted by increased inflation, higher interest rates, global unrest, the war in Ukraine, the political environment and 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. As of December 31, 2022, construction, land and land development loans included $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, compared to $82.8 million in commercial construction loans, $37.8 million in undeveloped land loans, $28.9 million in residential construction loans and $34.1 million in other construction, land and land development loans as of December 31, 2021.

Residential Real Estate Loans. Our one-to-four family residential real estate loans increased $244.8 million, or 119.8%, to $449.2 million as of December 31, 2022, from $204.4 million as of December 31, 2021 largely due to an increase of $207.7 million in CCBX loans. CCBX home equity lines of credit are secured by residential real estate and are accessed by using a credit card.

We originate one-to-four family residential real estate adjustable-rate mortgage (“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, 2022, the balance of our ARM portfolio loans was $28.0 million, compared to $22.2 million at December 31, 2021. 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 purchase residential mortgages originated through 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. We last purchased residential mortgage loans in 2018. As of December 31, 2022, we held $9.4 million in purchased residential real estate mortgage loans, compared to $11.9 million at December 31, 2021. These purchased loans typically are variable rate 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. We also 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, 2022, residential real estate loans made to investors and business owners totaled $140.7 million. As of December 31, 2021, residential real estate loans made to investors and business owners totaled $114.0 million.

As of December 31, 2022, there were $244.6 million in CCBX home equity loans included in residential real estate, compared to $36.9 million at December 31, 2021, as a result of increased activity. These home equity lines of credit are secured by residential real estate and are accessed by using a credit card.

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

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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.

Commercial Real Estate Loans. Commercial real estate loans increased $213.2 million, or 25.5%, to $1.05 billion as of December 31, 2022, from $835.6 million as of December 31, 2021.

These increases, which occurred across the various segments of our portfolio, were due to our commitment to continue growing the portfolio in the Puget Sound region. We actively seek commercial real estate loans in 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, 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, 2022, approximately 30.5% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 39.8% of our loan portfolio at December 31, 2022 and are historically our largest source of revenue. As of December 31, 2022, we held $42.4 million in purchased commercial real estate loans, compared to $35.9 million at December 31, 2021. 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 $499.9 million, or 459.2%, to $608.8 million, from $108.9 million as of December 31, 2021, as a result of growth in CCBX loans originated through our partners.

CCBX consumer loans totaled $607.0 million as of December 31, 2022, compared to $106.8 million at December 31, 2021. CCBX consumer loans include installment loans, credit cards, lines of credit and other loans. Our community bank consumer and other loans totaled $1.7 million as of December 31, 2022, compared to $2.0 million at December 31, 2021 and are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

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, 2022
(dollars in thousands)Due in One Year or LessDue after One Year Through Five YearsDue after Five Years Through Fifteen YearsDue After Fifteen YearsGross Loans
Commercial and industrial loans:
PPP loans$$4,699$$$4,699
All other commercial and industrial loans180,87253,89573,162307,929
Real estate loans:
Construction, land and land development loans148,91236,92111,11417,108214,055
Residential real estate loans24,700276,526106,16341,768449,157
Commercial real estate loans71,517221,532618,269137,4341,048,752
Consumer and other loans30,377519,16759,227608,771
Total$456,378$1,112,740$867,935$196,310$2,633,363

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The following table sets forth all loans at December 31, 2022, that are due after December 31, 2023, and have either fixed interest rates or floating or adjustable interest rates:

(dollars in thousands)Fixed RatesFloating or AdjustableRatesTotal
Commercial and industrial loans:
PPP loans4,699$$4,699
All other commercial and industrial loans72,829235,100307,929
Real estate loans:
Construction, land and land development loans69,209144,846214,055
Residential real estate loans61,636387,521449,157
Commercial real estate loans320,049728,7031,048,752
Consumer and other loans324,991283,780608,771
Total$853,413$1,779,950$2,633,363

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 $2.63 billion in outstanding loan balances. When combined with $2.20 billion in unused commitments the total of these categories is $4.83 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, 2022:

(dollars in thousands; unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Apartments$215,371$5,912$221,2834.6%$2,56484
Hotel/Motel160,9384,101165,0393.45,96127
Retail82,2574,11686,3731.890491
Office101,2053,744104,9492.21,04397
Mixed use83,6404,63288,2721.895088
Convenience Store91,0753,58694,6612.01,82250
Warehouse77,7161,86279,5781.61,43954
Mini Storage47,3801,28748,6671.02,96116
Strip Mall45,87345,8730.95,7348
Manufacturing38,6941,78040,4740.81,13834
Groups 0.70% of total104,6034,004108,6072.21,26083
Total$1,048,752$35,024$1,083,77622.3%$1,659632

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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 of just $1,400.

The following table summarizes our exposure by category for our consumer and other loan portfolio as of December 31, 2022:

(dollars in thousands; unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure (1)% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
CCBX consumer loans
Installment loans$320,017$$320,0176.6%$1.5211,547
Credit cards279,644791,7581,071,40222.11.5189,642
Lines of credit4,8226895,5110.10.314,349
Other loans2,5632,5630.10.117,987
Community bank consumer loans
Lines of credit1621,1161,2780.03.447
Installment loans1,3511,3510.142.232
Other loans2122120.00.6332
Total$608,771$793,563$1,402,33429.0%$1.4433,936

(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, 2022:

(dollars in thousands; unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure (1)% of Total Loans (Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
CCBX residential real estate loans
Home equity line of credit$244,576$329,193$573,76911.9%$288,607
Community bank residential real estate loans
Closed end, secured by first liens178,9014,625183,5263.8604296
Home equity line of credit15,85339,00554,8581.179200
Closed end, second liens9,8271,91211,7390.235128
Total$449,157$374,735$823,89217.0%$499,131

(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.

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The following table summarizes our concentration by industry for our commercial and industrial loan portfolio as of December 31, 2022:

(dollars in thousands; unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Capital Call Lines (1)$146,029$772,732$918,76119.0%$859170
Construction/Contractor Services20,71432,13752,8511.1116179
Financial Institutions45,14945,1490.94,10411
Manufacturing13,3414,79318,1340.422659
Medical / Dental / Other Care21,7902,46424,2540.572630
Retail15,9916,24522,2360.526623
Groups 0.30% of total49,61435,92985,5431.8168296
Total$312,628$854,300$1,166,92824.2%$2291,368

(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, 2022:

(dollars in thousands; unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans(Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Commercial construction$100,714$100,647$201,3614.2%$4,19624
Residential construction32,87926,70859,5871.286538
Undeveloped land loans44,5787,65352,2311.12,97215
Developed land loans20,1674,31524,4820.567230
Land development15,7173,21918,9360.482719
Total$214,055$142,542$356,5977.4%$1,699126

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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 lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have 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 $33.2 million in nonperforming assets as of December 31, 2022, compared to $1.7 million as of December 31, 2021. This includes $26.1 million in CCBX loans more than 90 days past due and still accruing interest as of December 31, 2022, compared to $1.5 million at December 31, 2021. All of our nonperforming assets were nonperforming loans as of December 31, 2022 and December 31, 2021. Our nonperforming loans to loans receivable ratio was 1.26% at December 31, 2022, compared to 0.10% at December 31, 2021. The increase in nonperforming assets was due to a $24.6 million increase in CCBX partner loans that are 90 days or more past due and still accruing interest. Community bank nonaccrual loans increased $6.9 million during the year ended December 31, 2022 primarily due to the addition of one new nonaccrual loan partially offset by other nonaccrual principal reductions/charge-offs. The $6.9 million nonaccrual balance in commercial real estate loans shown below consists of one loan, is well secured with an original loan to value ratio of 62%, and an updated loan to value ratio of 75% as of January 2023. Management anticipates this loan being resolved in the first half of 2023.

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, 2022. CCBX loans have a higher level of expected losses than our community bank loans, which is reflected in the factors for the allowance for loan losses. Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by absorbing incurred losses. Consumer loans originated through CCBX partners 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).

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The following table presents information regarding nonperforming assets at the dates indicated:

(dollars in thousands)As of December 31, 2022As of December 31, 2021
Nonaccrual loans:
Commercial and industrial loans$113$166
Real estate loans:
Construction, land and land development66
Residential real estate55
Commercial real estate6,901
Total nonaccrual loans7,080221
Accruing loans past due 90 days or more:
Commercial & industrial loans404
Real estate loans:
Residential real estate loans87639
Consumer and other loans:
Credit cards10,570155
Other consumer and other loans14,2451,312
Total accruing loans past due 90 days or more26,0951,506
Total nonperforming loans33,1751,727
Real estate owned
Repossessed assets
Troubled debt restructurings, accruing
Total nonperforming assets$33,175$1,727
Total nonaccrual loans to loans receivable0.27%0.01%
Total nonperforming loans to loans receivable1.26%0.10%
Total nonperforming assets to total assets1.06%0.07%

The following tables detail the community bank and CCBX nonperforming assets which are included in the total nonperforming assets table above.

Community BankAs of
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
Nonaccrual loans:
Commercial and industrial loans$113$166
Real estate:
Construction, land and land development66
Residential real estate55
Commercial real estate6,901
Total nonaccrual loans7,080221
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more
Total nonperforming loans7,080221
Other real estate owned
Repossessed assets
Total nonperforming assets$7,080$221

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CCBXAs of
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
Nonaccrual loans$$
Accruing loans past due 90 days or more:
Commercial & industrial loans404
Real estate loans:
Residential real estate loans87639
Consumer and other loans:
Credit cards10,570155
Other consumer and other loans14,2451,312
Total accruing loans past due 90 days or more26,0951,506
Total nonperforming loans26,0951,506
Other real estate owned
Repossessed assets
Total nonperforming assets$26,095$1,506

Potential Problem Loans

From a credit risk standpoint, we classify most categories of our loans in one of five categories: pass, other loans especially mentioned, substandard, doubtful or loss. Within the pass category, we classify loans into one of the following five subcategories based on perceived credit risk, including repayment capacity and collateral security: minimal risk, low risk, modest risk, average risk and acceptable risk. For consumer loans we follow the uniform retail credit classification approach, where we classify loans into three categories: pass, substandard (over 90 days and still accruing) and loss (installment/closed-end, and revolving/open-end consumer loans originated through CCBX lending partners more than 120 and 180 days past due, respectively). 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 ratings 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 weaknesses 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 substandard 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.

•CCBX credits are rated following the uniform retail credit classification approach, where we classify loans into three categories: pass, substandard (over 90 days and still accruing) and loss (installment/closed-end, and revolving/open-end consumer loans originated through CCBX lending partners more than 120 and 180 days past due, respectively). Installment/closed-end, and revolving/open-end consumer loans originated through CCBX lending partners will continue to accrue interest until 120 and 180 days past due, respectively and an

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allowance is recorded through provision expense for these probable incurred 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 following table summarizes the internal ratings of our loans as of the dates indicated:

As of December 31, 2022
PassOther Loans Especially MentionedSub- StandardDoubtfulTotal
(dollars in thousands)
Commercial and industrial loans$304,840$7,219$569$-$312,628
Real estate loans:
Construction, land, and land development206,3047,68566-214,055
Residential real estate448,18596876-449,157
Commercial real estate1,030,65011,2016,901-1,048,752
Consumer and other loans583,956-24,815-608,771
$2,573,935$26,201$33,227$-2,633,363
Less net deferred origination fees(6,107)
Loans receivable$2,627,256
As of December 31, 2021
PassOther Loans Especially MentionedSub- StandardDoubtfulTotal
(dollars in thousands)
Commercial and industrial loans$416,642$2,180$238$-$419,060
Real estate loans:
Construction, land, and land development loans183,594---183,594
Residential real estate loans204,17312294-204,389
Commercial real estate loans824,67610,911--835,587
Consumer and other loans107,404-1,467-108,871
$1,736,489$13,213$1,799$-1,751,501
Less net deferred origination fees(8,766)
Loans receivable$1,742,735

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.”

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In connection with our allowance for loan loss review, 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;

•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;

•for residential real estate 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

•for construction, land and land development loans, the perceived market 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.

•for consumer and other loans, the borrower’s ability to repay the loan, including a consideration of delinquency status, consumer credit scores, debt-to-income ratio and employment and income stability, and loan-to-value ratios, as applicable.

As of December 31, 2022, the allowance for loan losses totaled $74.0 million, or 2.82% of total loans. As of December 31, 2021, the allowance for loan losses totaled $28.6 million, or 1.64% of total loans. The increase in the Company’s allowance for loan losses for the year ended December 31, 2022 compared to December 31, 2021, is largely related to the provision for CCBX partner loans. During the year ended December 31, 2022, a $78.3 million provision for loan losses was recorded for CCBX partner loans based on management’s analysis. The factors used in management’s analysis for community bank loan losses indicated that a provision for loan losses of $719,000 was needed for the year ended December 31, 2022. The economic environment is continuously changing with increased inflation, higher interest rates, global unrest, the war in Ukraine, the political environment 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 loan losses.

Agreements with our CCBX partners provide for a credit enhancement provided by the partner 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 and negative deposit accounts. When the provision for loan losses 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 cover losses. The credit enhancement asset is relieved as credit enhancement recoveries are received from the CCBX partner. 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 losses by absorbing incurred credit 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 enhancements. The Bank would write-off any remaining receivable from the CCBX partner but would retain the full yield on the loan going forward, and BaaS loan expense would decrease once default occurred and payments to the CCBX partner were stopped. The Company adopted the CECL accounting standard effective January 1, 2023 and accounted for the allowance for credit losses under the incurred loss model at December 31, 2022 and for prior periods.

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The following table presents the loans receivable and allowance for loan losses by segment for the period indicated:

As of December 31, 2022As of December 31, 2021
(dollars in thousands)Community BankCCBXTotalCommunity BankCCBXTotal
Loans receivable$1,614,751$1,012,505$2,627,256$1,396,060$346,675$1,742,735
Allowance for loan losses(20,636)(53,393)(74,029)(20,299)(8,333)(28,632)
Allowance for loan losses to total loans receivable1.28%5.27%2.82%1.45%2.40%1.64%

The following tables present, as of and for the periods indicated, an analysis of the allowance for loan losses and other related data:

As of or for the Year Ended December 31,
(dollars in thousands)20222021
Allowance at beginning of period$28,632$19,262
Provision for loan losses79,0649,915
Charge-offs:
Commercial and industrial loans555222
Residential real estate45279
Consumer and other32,742339
Total charge-offs33,749640
Recoveries:
Commercial and industrial loans4067
Consumer and other4228
Total recoveries8295
Net charge-offs33,667545
Allowance at end of period$74,029$28,632
Allowance for loan losses to nonaccrual loans1045.61%12955.66%
Allowance to nonperforming loans223.15%1657.90%
Allowance to loans receivable2.82%1.64%
Net charge-offs to average loans1.49%0.03%

The allowance for loan losses to nonaccrual loans ratio decreased as of December 31, 2022, compared to December 31, 2021 as a result of an increase of $6.9 million in nonaccrual community bank loans, combined with an increase of $45.4 million in the allowance for loan losses. The decrease in the allowance to nonperforming loans ratio is due to an increase in CCBX loans 90+ days past due and accruing as a result of growth in the CCBX loan portfolio. The increase in the allowance for loan losses for the year ended December 31, 2022 compared to the year ended December 31, 2021, is largely related to the increase in the allowance for loans originated through our CCBX partners. CCBX partner agreements provide for, and the Company has collected in full, credit enhancements that cover the $33.3 million in net-charge-offs on CCBX loans for the year ended December 31, 2022. At December 31, 2022, the allowance for loan losses for CCBX partner loans totaled $53.4 million, compared to $8.3 million at December 31, 2021.

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The following table presents, as of and for the periods indicated, net charge-off information by segment:

Year Ended
December 31, 2022December 31, 2021
(dollars in thousands; unaudited)Community BankCCBXTotalCommunity BankCCBXTotal
Gross charge-offs$428$33,321$33,749$255$385$640
Gross recoveries(46)(36)(82)(83)(12)(95)
Net charge-offs$382$33,285$33,667$172$373$545
Net charge-offs to average loans0.03%4.48%1.49%0.01%0.25%0.03%

Although we believe that we have established our allowance for loan losses in accordance with GAAP and that the allowance for loan losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions for loan losses will be subject to ongoing evaluations of the risks in our loan portfolio. We have not seen an increase in community bank loan losses due to COVID-19 as originally anticipated, as evidenced by the low level of charge-offs and nonperforming loans, however, the economic environment is continuously changing with increased inflation, higher interest rates, global unrest, the war in Ukraine, 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 may experience a more severe economic downturn, and our asset quality could deteriorate, which may require material additional provisions for loan losses.

The following table shows the allocation of the allowance for loan losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for loan 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,
20222021
(dollars in thousands)Allowance Allocated to Loan PortfolioLoan Category as a % of Total LoansAllowance Allocated to Loan PortfolioLoan Category as a % of Total Loans
Commercial and industrial loans$4,83111.8%$3,22123.9%
Real estate loans:
Construction, land and land development loans7,4258.16,98410.5
Residential real estate loans4,14217.14,59811.7
Commercial real estate loans5,47039.86,59047.7
Consumer and other loans50,99623.27,0926.2
Total allocated72,86428,485
Unallocated1,165147
Total allowance for loan losses$74,029$28,632

Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledged for public deposits or other business purposes. At December 31, 2022, 98.7% of our investment portfolio consisted primarily of U.S. Treasury securities. The remainder of our securities portfolio was invested in municipal bonds, U.S. Agency collateralized mortgage obligations and U.S. Agency residential mortgage-backed 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, 2022, our loan-to-deposit ratio was 93.2% due to our significant growth in both loans and deposits. 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.

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As of December 31, 2022, the amortized cost of our investment securities totaled $101.3 million, an increase of $64.7 million, or 176.7%, compared to $36.6 million as of December 31, 2021. The increase in the securities portfolio was due to the purchase of five Treasury securities for $135.0 million during the year ended December 31, 2022, to invest excess funds, replace maturing securities and pledge to secure public deposits and for other purposes as required or permitted by law, partially offset by $70.0 million in U.S. Treasury maturities and other principal paydowns.

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, 2022, our available for sale portfolio has an unrealized loss of $3.0 million, compared to an unrealized loss of $38,000 as of December 31, 2021.

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,
20222021
(dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
Securities available-for-sale:
U.S. Treasury securities$99,967$97,015$34,999$34,998
U.S. Agency collateralized mortgage obligations54516870
U.S. Agency residential mortgage-backed securities1133
Municipal bonds250250252256
Total available-for-sale securities100,27297,31735,32235,327
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities1,0369161,2961,348
Total held-to-maturity securities1,0369161,2961,348
Total investment securities$101,308$98,233$36,618$36,675

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, 2022, we did not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, 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, 2022 and 2021, 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 $7.5 million as of December 31, 2022 and $6.0 million as of December 31, 2021 The increase was attributable to net additions of Federal Reserve and FHLB stock. 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.

As of December 31, 2022 and December 31, 2021 the Company held a $2.2 million equity interest in a specialized bank technology company which consists of 1.6 million shares of common stock and 873,853 preferred shares. During the year ended December 31, 2021, the Company reassessed the value and recognized a $1.5 million unrealized holding gain as a

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result of an observable price change. During the year ended 2022, the Company reviewed the carrying value of $2.2 million and determined it was still the appropriate carrying value.

During the year ended December 31, 2022, the Company re-evaluated the value on a $500,000 equity investment in a technology company and recorded an impairment of $100,000. This equity investment consists of 9,000 shares of stock and is carried at cost less impairment, which approximates its fair value.

Additionally, the Company contributed $350,000 in a technology company during the year ended December 31, 2022. There was no equity ownership in this company as of December 31, 2021.

The Company invests in investment funds that are designed to help accelerate technology adoption at banks and has invested in three separate funds. These funds are carried at fair value as reported by the funds During the year ended December 31, 2022, the Company contributed $349,000 with investment funds designed to help accelerate technology adoption at banks, and recognized losses of $53,000, resulting in an equity interest of $456,000 at December 31, 2022. The Company has committed up to $988,000 in capital for these investment funds, however, the Company is not obligated to fund these commitments prior to a capital call.

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, 2022
One Year or LessMore than OneYear to Five YearsMore than FiveYears to Ten YearsMore than Ten YearsTotal
(dollars in thousands)Carrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeightedAverageYieldCarrying ValueWeighted Average Yield
Securities available-for-sale:
U.S. Treasury securities$-0.000%$97,0152.153%$-0.000%$-0.000%$97,0152.153%
U.S. Agency collateralized mortgage obligations-0.000%-0.000%-0.000%513.190%513.190%
U.S. Agency residential mortgage-backed securities12.751%0.000%-0.000%-0.000%12.751%
Municipals2503.750%0.000%-0.000%-0.000%2503.750%
Total available-for-sale2513.746%97,0152.153%-0.000%513.190%97,3172.157%
Securities held to maturity:
U.S. Agency residential mortgage-backed securities-0.000%-0.000%-0.000%9162.657%9162.657%
Total held to maturity-0.000%-0.000%-0.000%9162.657%9162.657%
Total$2513.746%$97,0152.153%$-0.000%$9672.527%$98,2332.162%

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Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, money market, savings, and time accounts as well as reciprocal deposits. Reciprocal 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 existing 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, and a portion of such CCBX deposits may be classified as brokered deposits as a result of the relationship agreement. 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.

Total deposits as of December 31, 2022 were $2.82 billion, an increase of $453.7 million, or 19.2%, compared to $2.36 billion as of December 31, 2021. The increase in deposits was largely in core deposits, which increased $437.0 million to $2.69 billion from $2.25 billion at December 31, 2021. We define core deposits as all deposits except time deposits and brokered deposits. The $437.0 million increase in core deposits is also largely from growth in the CCBX segment, which accounted for $532.3 million of the increase, partially offset by a decrease of $95.3 million in community bank deposits. Additionally, as of December 31, 2022 we have access to $225.0 million in CCBX customer deposits that are currently being transferred from the Bank’s balance sheet to other financial institutions on a daily basis. Depending on the circumstances of how the Bank would retain these deposits and its relationship with the customer, these retained deposits could be classified as brokered deposits.

Included in total deposits is $1.28 billion in CCBX deposits, an increase of $563.0 million, or 78.6%, compared to $716.3 million as of December 31, 2021. 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, and a portion of such CCBX deposits may be classified as brokered deposits as a result of the relationship agreement. During the first and second quarter of 2022, the majority of CCBX deposits were reclassified from noninterest bearing to interest bearing. This is because the current rate exceeds the minimum interest rate set in their respective program agreements, as a result of the increases in interest rates by the FOMC.

Total noninterest bearing deposits as of December 31, 2022 were $775.0 million, a decrease of $580.9 million, or 42.8%, compared to $1.36 billion as of December 31, 2021. The $580.9 million decrease is primarily the result of reclassifying CCBX noninterest bearing deposits to interest bearing as a result of the increase in interest rates by the FOMC, partially offset by growth in CCBX noninterest deposits and growth in community bank noninterest deposits. Noninterest bearing deposits represent 27.5% and 57.4% of total deposits for December 31, 2022 and December 31, 2021, respectively.

Total interest bearing account balances, excluding time deposits, as of December 31, 2022 were $2.01 billion, an increase of $1.05 billion, or 108.7%, compared to $964.4 million as of December 31, 2021. The $1.05 billion increase is the result of reclassifying CCBX noninterest bearing deposits to interest bearing as a result of the increases in interest rates by the FOMC, combined with CCBX growth in interest bearing deposits partially offset by community bank decrease in interest bearing deposits of $70.2 million. Included in interest bearing account balances is $101.5 million in BaaS-brokered deposits, an increase of $30.8 million from December 31, 2021. Also included in interest bearing deposits is $12.5 million in reciprocal deposits.

Total time deposit balances as of December 31, 2022 were $29.4 million, a decrease of $14.0 million, or 32.2%, from $43.5 million as of December 31, 2021. The decrease is due to the strong increase in core 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, and we have not globally matched their rates in response as we focus on growing and retaining less costly core deposits.

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

As of December 31,
20222021
(dollars in thousands)AmountPercent of TotalDepositsAmountPercent of TotalDeposits
Demand, noninterest bearing$775,01227.5%$1,355,90857.4%
NOW and money market1,804,39964.0789,70933.4
Savings107,1173.8103,9564.4
Total core deposits2,686,52895.32,249,57395.2
BaaS-brokered deposits101,5463.670,7573.0
Time deposits less than $100,00012,5960.514,9610.6
Time deposits $100,000 and over16,8510.628,4961.2
Total$2,817,521100.0%$2,363,787100.0%
Cost of deposits1.56%0.09%

The following table presents the community bank deposits which are included in the total deposit portfolio table above:

Community BankAs of
December 31, 2022December 31, 2021
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$694,17945.2%$719,23343.7%
NOW and money market709,49046.1780,88447.4
Savings105,1016.8103,9546.3
Total core deposits1,508,77098.11,604,07197.4
Brokered deposits10.010.0
Time deposits less than $100,00012,5960.814,9610.9
Time deposits $100,000 and over16,8511.128,4961.7
Total Community Bank deposits$1,538,218100.0%$1,647,529100.0%
Cost of deposits0.37%0.12%

The following table presents the CCBX deposits which are included in the total deposit portfolio table above:

CCBXAs of
December 31, 2022December 31, 2021
(dollars in thousands)Balance% to TotalBalance% to Total
Demand, noninterest bearing$80,8336.3%$636,67588.9%
NOW and money market1,094,90985.68,8251.2
Savings2,0160.220.0
Total core deposits1,177,75892.1645,50290.1
BaaS-brokered deposits101,5457.970,7569.9
Total CCBX deposits$1,279,303100.0%$716,258100.0%
Cost of deposits3.13%0.02%

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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:

As of December 31,
(dollars in thousands)20222021
Maturity Period:
Three months or less$4,067$8,106
Over three through six months2,9576,520
Over six through twelve months5,8928,925
Over twelve months3,9354,945
Total$16,851$28,496
Weighted average maturity (in years)0.760.73

Average deposits for the year ended December 31, 2022, were $2.67 billion, an increase of $766.1 million, or 40.3%, compared $1.90 billion for the year ended December 31, 2021. The increase in average deposits was primarily due to an increase in core deposits, both in noninterest bearing deposits and 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, the increase in commercial lending relationships for which we also seek deposit balances and the results of business development efforts by branch managers, treasury service personnel and lenders.

The average rate paid on total interest-bearing deposits was 0.71% for the year ended December 31, 2022, compared to 0.12% for the year ended December 31, 2021. The average rate paid on total interest-bearing deposits was 1.10% for the year ended December 31, 2022, compared to 0.26% for the year ended December 31, 2021. The average rate paid on BaaS-brokered deposits increased 1.11% for the year ended December 31, 2022, compared to December 31, 2021, and NOW and money market accounts increased 0.93%, for the year ended December 31, 2022. The increase in average rate paid on deposit accounts for the year ended December 31, 2022, is the result of the increased Fed funds rates throughout 2022. Any 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,
20222021
(dollars in thousands)AverageBalanceAverageRateAverageBalanceAverageRate
Demand, noninterest bearing$942,0870.00%$989,9450.00%
NOW and money market1,509,4921.17740,0450.24
Savings106,0610.0593,4090.03
BaaS-brokered deposits71,5321.4626,0200.35
Time deposits less than $100,00013,9800.2816,8381.06
Time deposits $100,000 and over22,9550.8533,7940.71
Total deposits$2,666,1070.71%$1,900,0510.12%

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2022 and 2021, was 35.3% and 52.1%, 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 1.16% and 0.36% for the years ended December 31, 2022 and 2021, respectively. The increase in our cost of deposits in 2022 was primarily due to rate increases from the Federal Reserve. We actively manage our interest rates on deposits, however, rate changes from the Federal Reserve and competition can and do impact our deposit costs.

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Uninsured Deposits

The FDIC insures our deposits up to $250,000 per depositor, per insured bank for each account ownership category. Deposits that exceed insurance limits are uninsured. At December 31, 2022, deposits totaled $2.82 billion, of which total estimated uninsured deposits were $835.8 million. At December 31, 2021, deposits totaled $2.36 billion, of which total estimated uninsured deposits were $823.5 million.

The table below shows the estimated uninsured time deposits, by account, for the maturity periods indicated:

(dollars in thousands)As of December 31, 2022
Maturity Period:
Three months or less$744
Over three through six months30
Over six through twelve months947
Over twelve months284
Total$2,005

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, 2022, and December 31, 2021, total borrowing capacity of $26.7 million and $21.9 million, respectively, was available under this arrangement. As of December 31, 2022, and December 31, 2021, Federal Reserve borrowings against our line of credit totaled zero. We are able to pledge additional loans to increase out borrowing capacity, should we decide to do so.

Paycheck Protection Program Liquidity Facility. The borrowing was paid in full in June 2021 and as of December 31, 2022 and 2021, no PPPLF advances were outstanding. To bolster the effectiveness of the SBA’s PPP loan program, the Federal Reserve supplied liquidity to participating financial institutions through term financing backed by PPP loans to small businesses. The PPP provided loans to small businesses so that they can keep their employees on the payroll and pay for other allowed expenses. If the borrowers meet certain criteria, the loan may be forgiven. The PPPLF extended credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. The interest rate was 0.35% and as PPP loans were paid down, the borrowing line also had to be paid down. PPPLF advances were a new borrowing arrangement beginning in 2020 that had favorable capital treatment and was specific to the PPP loan program. The last day to take new advances on the PPPLF was July 31, 2021.

The table below provides details on PPPLF advance borrowings for the periods indicated:

As of and For the Year Ended December 31,
(dollars in thousands)2021
Maximum amount outstanding at any month-end during period:$185,894
Average outstanding balance during period:$68,699
Weighted average interest rate during period:0.35%
Balance outstanding at end of period:$
Weighted average interest rate at end of period:0.00%

Federal Home Loan Bank Advances. The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of December 31, 2022 and December 31, 2021, we had borrowing capacity of $120.8 million and $120.4 million, respectively, with the FHLB. During the year ended December 31, 2022, 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 $15.0 million advance that would have matured in March 2025. We have sufficient liquidity for our current loan demand, and

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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)20222021
Maximum amount outstanding at any month-end during period:$24,999$24,999
Average outstanding balance during period:$6,029$24,999
Weighted average interest rate during period:1.13%1.13%
Balance outstanding at end of period:$$24,999
Weighted average interest rate at end of period:n/a1.13%

Junior Subordinated Debentures. In 2004, we issued $3.6 million in junior subordinated debentures to Coastal (WA) Statutory 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. The debentures bear interest at a rate per annum equal to the 3-month LIBOR plus 2.10%. The effective rate as of December 31, 2022 and 2021, was 6.87% and 2.30%, 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’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. 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 Securities 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. In August 2021, the Company issued a subordinated note in the amount of $25.0 million. The note matures on September 1, 2031, and bears interest at the rate of 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 five-year 3.375% interest period ends on September 1, 2026. We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after 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.

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 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. 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, 2022, we have 1 partner with deposits that are in excess of 10% of total deposits and represent 25% of total deposits. The Company also considers the immediate loss of a significant deposit partner as a liquidity scenario in its liquidity management process.

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. 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.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. 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 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 deposits, a one-way buy through an ICS account, and the issuance of debt or equity securities. Additionally, the Bank, as of December 31, 2022, has access to $225.0 million in CCBX customer deposits that are currently being transferred from the Bank’s balance sheet to other financial institutions on a daily basis. The Bank could retain these deposits for liquidity and funding purposes if needed. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary and are closely monitoring liquidity in this uncertain economic environment.

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 notes 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 it has sufficient funds for its operating and debt costs. During the year ended December 31, 2022, the Company contributed $21.0 million in capital to the Bank. The Company currently holds $22.9 million in cash for debt servicing and operating purposes. In addition, the Bank can

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declare and pay dividends to the Company if needed, 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 if needed, 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 established a minimum liquidity ratio of 5% of assets, and usually maintains a liquidity ratio in excess of 10%. Both of these minimum liquidity levels are on-balance sheet sources. Per the Bank’s policies and its 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 required to meet the generally applicable regulatory capital requirements of the Federal Reserve and the FDIC at the company and bank level. 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 total 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 will be evaluated relative to the capital adequacy standards established by the Federal Reserve going forward. 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 was not in excess of $3.0 billion as of June 30, 2022, and accordingly prepared and filed financial reports with the Federal Reserve as a small bank holding company. Currently, the Federal Reserve assesses the capital position of the Company based on these reports by reviewing its debt-to-equity ratio and its capacity to serve as a source of strength to the Bank. If the Company’s total consolidated assets remain in excess of $3.0 billion as of June 30, 2023, starting in March 2024 the Company will cease filing financial reports with the Federal Reserve as though it were a small bank holding company.

As of December 31, 2022, the Company was in compliance with all applicable regulatory capital requirements. As of December 31, 2022, and December 31, 2021, the Bank was 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 that would allow 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 Company, through a private placement, raised $20.0 million of subordinated debt with the proceeds to be used for general corporate purposes.

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The following table presents the Company’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:

ActualMinimum Requiredfor CapitalAdequacy Purposes (1)Required to be Well Capitalized Under the Prompt Corrective Action Provisions
(dollars in thousands)AmountRatioAmountRatioAmountRatio
December 31, 2022
Leverage Capital (to average assets)
Company$249,2507.97%$125,1414.00%N/AN/A
Bank Only267,6998.56%125,0254.00%156,2815.00%
Common Equity Tier I Capital (to risk-weighted assets)
Company245,7508.92%124,0274.50%N/AN/A
Bank Only267,6999.73%123,8224.50%178,8546.50%
Tier I Capital (to risk-weighted assets)
Company249,2509.04%165,3706.00%N/AN/A
Bank Only267,6999.73%165,0966.00%220,1288.00%
Total Capital (to risk-weighted assets)
Company329,20311.94%220,4938.00%N/AN/A
Bank Only302,59511.00%220,1288.00%275,16010.00%
December 31, 2021
Leverage Capital (to average assets)
Company$204,5858.07%$101,4604.00%N/AN/A
Bank Only201,7837.96%101,3504.00%126,6875.00%
Common Equity Tier I Capital (to risk-weighted assets)
Company201,08511.06%81,8344.50%N/AN/A
Bank Only201,78311.12%81,6234.50%117,9006.50%
Tier I Capital (to risk-weighted assets)
Company204,58511.25%109,1126.00%N/AN/A
Bank Only201,78311.12%108,8306.00%145,1078.00%
Total Capital (to risk-weighted assets)
Company252,40513.88%145,4838.00%N/AN/A
Bank Only224,54512.38%145,1078.00%181,38410.00%

(1) This table presents the minimum capital adequacy requirements that apply to the Bank (excluding the capital conservation buffer) and the Company. 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.

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Material Cash Requirements and Capital Resources

The following table provides the material cash requirements from known contractual and other obligations as of December 31, 2022:

Payments Due by Period
(dollars in thousands)TotalLess than 1 YearOver 1 yearOther (1)
Cash requirements
Time Deposits$29,447$22,219$7,228$
Subordinated notes45,00045,000
Junior subordinated debentures3,6093,609
Deferred compensation plans935175760
Operating leases6,0581,2724,786
Non-maturity deposits2,788,0742,788,074
Equity investment commitment988988

(1)Represents the undefined maturity of 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 maintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our operating, investing and financing activities during any given period. 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 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 an ICS account, and 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, 2022, we had $2.20 billion in commitments to extend credit, compared to $909.6 million as of December 31, 2021. The $1.29 billion increase is largely attributed to growth in our CCBX segment, due to the addition of new partners, resulting in an increase of $1.25 billion in commitments to extend credit on CCBX loans. The following

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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, 2022As of December 31, 2021
Commitments to extend credit:
Commercial and industrial loans$81,568$70,848
Commercial and industrial loans - capital call lines772,732415,956
Construction – commercial real estate loans109,71590,946
Construction – residential real estate loans32,82743,339
Residential real estate loans374,735101,715
Commercial real estate loans35,02423,248
Consumer and other loans793,563163,510
Total commitments to extend credit$2,200,164$909,562
Standby letters of credit$3,064$3,040
Equity investment commitment$988$1,090

Commitments to extend credit on CCBX loans are included in the table above and are summarized below:

(dollars in thousands)As of December 31, 2022As of December 31, 2021
Commitments to extend credit:
Commercial and industrial loans$773,684$415,956
Residential real estate loans329,19371,453
Consumer and other loans792,447162,266
Total commitments to extend credit$1,895,324$649,675

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, 2022, capital call lines outstanding balance totaled $146.0 million, and while commitments totaled $772.7 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, 2022.

(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 Business65,856
Real estate loans:
Home equity lines of creditHome Equity - Secured Credit Cards250,000
Consumer and other loans:
Credit cardsCredit Cards - Primarily Consumer600,770
Installment loansConsumer1,048,134
Other consumer and other loansConsumer - Secured Credit Builder & Unsecured consumer190,240
$2,505,000

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

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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, 2022, $1.57 billion in commitments to extend credit are unconditionally cancelable, compared to $162.3 million at December 31, 2021. 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.

CCBX – BaaS Reporting Information

During the year ended December 31, 2022, $76.4 million was recognized in noninterest income BaaS credit enhancements related to the establishment of a credit enhancement asset for future loan losses indemnified by our strategic partners and reserve 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 absorbing incurred losses on accounts originated through the partner. In accordance with accounting guidance, we estimate and record a provision for probable losses on these CCBX loans and deposit overdrafts. When the provision for loan losses and provision for unfunded commitments is recorded, a credit enhancement asset is also recorded on the balance sheet through the recognition of noninterest income (BaaS credit enhancements) in recognition of the CCBX partner’s indemnification obligation and legal commitment to cover losses. Incurred credit losses are recorded in the allowance for loan losses, and as the credit enhancement payments are received from the CCBX partner, the credit enhancement asset is relieved. Agreements with our CCBX partners also provide protection to the Bank from fraud by absorbing incurred fraud losses. Fraud losses 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. CCBX partners also pledge cash reserves in a restricted deposit 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 enhancements that provide protection to the Bank from credit and fraud losses by absorbing incurred credit and fraud losses, if our partner is unable to fulfill its contracted obligations beyond 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 adequately 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 receivable from the CCBX partner but would retain the full yield on the loan going forward, and BaaS loan expense would decrease 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 enhancements, 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.

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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; unaudited)December 31, 2022December 31, 2021
BaaS loan interest income$102,808$6,532
Less: BaaS loan expense53,2942,976
Net BaaS loan income (1)49,5143,556
Net BaaS loan income divided by average BaaS loans (1)6.67%2.43%
Yield on loans13.85%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 addition of new CCBX partners has resulted in increases in direct fees, expenses and interest for the year ended December 31, 2022 compared to the year ended December 31, 2021. 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, 2022December 31, 2021
Loan interest income$102,808$6,532
Total BaaS interest income$102,808$6,532
Interest expenseYear Ended
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
BaaS interest expense$16,108$99
Total BaaS interest expense$16,108$99
Year Ended
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
Program income:
Servicing and other BaaS fees$4,408$4,467
Transaction fees3,211544
Interchange fees2,583701
Reimbursement of expenses2,7321,004
Program income12,9346,716
Indemnification income:
Credit enhancements76,3749,086
Fraud enhancements29,5711,505
Indemnification income105,94510,591
Total BaaS income$118,879$17,307

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Year Ended
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
BaaS loan expense$53,294$2,976
BaaS fraud expense29,5711,505
Total BaaS loan and fraud expense$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 financial measures are presented to illustrate the impact of BaaS loan expense on net loan income, yield on CCBX loans and interest rate spread.

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.

Net BaaS loan interest income interest rate spread is a non-GAAP measure that includes the impact of BaaS loan expense on interest rate spread. The most directly comparable GAAP measure is interest rate spread.

Reconciliations of the GAAP and non-GAAP measures are presented in the following table.

As of and for the Year Ended
(dollars in thousands; unaudited)December 31, 2022December 31, 2021
Net BaaS loan income divided by average CCBX loans:
CCBX loan yield (GAAP)13.85%4.46%
Total average CCBX loans receivable$742,392$146,304
Interest and earned fee income on CCBX loans (GAAP)102,8086,532
Less: loan expense on CCBX loans(53,294)(2,976)
Net BaaS loan income$49,514$3,556
Net BaaS loan income divided by average CCBX loans6.67%2.43%
Net BaaS loan income interest rate spread:
CCBX interest rate spread (GAAP)12.28%4.43%
Net BaaS loan income divided by average CCBX loans6.67%2.43%
CCBX cost of funds1.57%0.03%
Net BaaS loan income interest rate spread5.10%2.40%

FY 2021 10-K MD&A

SEC filing source: 0001564590-22-009970.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-14. Report date: 2021-12-31.

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

Overview

We are a bank holding company that operates through our wholly owned subsidiaries, Coastal Community 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. Our business is conducted through two reportable segments:  The community bank and CCBX.  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 grown to 28 partners as of December 31, 2021, compared to 15 as of December 31, 2020. 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, 2021, we had total assets of $2.64 billion, total loans receivable of $1.74 billion, total deposits of $2.36 billion and total shareholders’ equity of $201.2 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 the Bank, the discussion and analysis relate to activities primarily conducted by the Bank. 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 and CCBX revenue from BaaS fee income. Our primary source of funding for our loans is commercial and retail 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 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 salaries and employee benefits, provision for loan losses, interest on deposits and borrowings, occupancy and data processing. Our principal lending products are commercial real estate loans, commercial and industrial loans, residential real estate loans, construction, land and land development loans, and consumer loans.

CARES Act and Paycheck Protection Program (“PPP”)

Our financial results for the year ended December 31, 2021 were also impacted by the coronavirus, and variants thereof, including the Delta and Omicron variants (“COVID-19”) pandemic. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted, providing wide ranging economic relief for individuals and businesses impacted by the COVID-19 pandemic. Among other things, the statute created the PPP, which was a stimulus response to the potential economic impacts of the COVID-19 pandemic.  The purpose of the PPP was to provide forgivable loans to smaller businesses, sole proprietorships, independent contractors, and self-employed individuals that used the proceeds of the loans for payroll and certain other qualifying expenses. The Small Business Administration (“SBA”) manages the PPP. If a loan is fully forgiven, the SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, the loan is guaranteed by the SBA. We accepted and processed applications for the duration of the initial PPP loan program, which closed for new applicants on August 8, 2020.  The Consolidated Appropriations Act enacted on December 27, 2020, appropriated additional funding to the PPP and permitted certain PPP borrowers to make “second draw” loans. The American Rescue Plan Act of 2021, enacted on March 11, 2021, expanded the eligibility criteria for both first and second draw PPP loans and revised the exclusions from payroll costs for purposes of loan forgiveness. The PPP Extension Act of 2021, enacted on March 25, 2021, extended the PPP through May 31, 2021, at which time the program closed for new applications.

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In total, we funded $763.9 million in PPP loans, since the first round of PPP loans opened in March 2020 through the close of round three.  Total net deferred fees on these loans were $26.3 million.  As of December 31, 2021, $111.8 million in PPP loans remained with $3.6 million in net deferred fees, which will be recognized in interest income in future periods. Legislation extended the initial payment deferral period on PPP loans originated in 2020, and PPP borrowers with two-year loans can work with their lender to extend their loan to a five-year maturity, which has been a popular approach for customers with PPP loans that are not eligible for forgiveness.   There are $4.3 million of these loans remaining as of December 31, 2021.  PPP loans originated in 2021 are five-year loans, and $107.5 million remains of these loans as of December 31, 2021. Loan payments will be deferred for borrowers who apply for loan forgiveness until SBA remits the borrower's loan forgiveness amount to the lender. If a borrower does not apply for loan forgiveness, payments are deferred 10 months after the end of the covered period for the borrower’s loan forgiveness (generally between eight and 24 weeks).

We continue to accept applications from customers for loan forgiveness.  To obtain loan forgiveness, a PPP borrower must submit a forgiveness application.  We expect PPP forgiveness payments to continue through the second quarter of 2022.

The table below summarizes information about total PPP loans originated in 2020 and 2021.

Total PPP Loan Origination
Round 1 & 2 2020Round 3 2021Total
(Dollars in thousands; unaudited)
Loans Originated$452,846$311,012$763,858
Deferred fees, net12,93313,334$26,267
Outstanding loans and deferred fees as of December 31, 2021
Loans outstanding$4,306$107,507$111,813
Deferred fees, net363,597$3,633

As of December 31, 2021 there was $111.8 million in PPP loans, including $4.3 million from rounds 1 and 2 and $107.5 million from round 3.  The table below summarizes key information about the remaining PPP loans originated in 2020 and 2021 as of the period indicated:

Outstanding PPP Loans
Original Loan Size
As of and for the Three Months Ended December 31, 2021
$0.00 - $50,000.00$50,0000.01 - $150,000.00$150,000.01 - $350,000.00$350,000.01 - $2,000,000.002,000,000.01Totals
(Dollars in thousands; unaudited)
Principal outstanding:
Round 1 & 2$302$459$342$1,501$1,702$4,306
Round 36,92510,75132,06157,770107,507
Total principal outstanding7,22711,21032,40359,2711,702111,813
Net deferred fees outstanding
Round 1 & 2$4$5$5$11$11$36
Round 35753801,2571,385-3,597
Total net deferred fees outstanding$579$385$1,262$1,396$11$3,633
Number of loans:
Round 1 & 214845334
Round 338111614073-710
Total loan count395124144783744
Percent of total53.1%16.7%19.3%10.5%0.4%100.0%
Forgiveness/Payoffs/Paydowns in Three Months Ended December 31, 2021
Dollars$17,549$30,346$29,476$68,048$10,046$155,465
Deferred fee recognized1,5191,1691,2801,769475,784

PPP Overview

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These loans have had a significant impact on our financial statements for the year ended December 31, 2021 and 2020 and will continue to impact our results in the future. Throughout this discussion, we will address the impact of these loans on the balance sheet and income statement, including borrowings received through the Paycheck Protection Program Liquidity Facility ( “PPPLF”), which were paid in full during the quarter ended June 30 2021, to help fund these loans and to aid in liquidity, increased customer deposit accounts from unused disbursements, and earnings and expenses related to these activities. Any estimated adjusted ratios that exclude the impact of this activity are non-GAAP measures. For more information about non-GAAP financial measures, see the non-GAAP disclosure “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

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The Company's Preparations, Responses and Re-Opening to the COVID-19 Pandemic

As part of our ongoing risk preparation and mitigation efforts, we developed a detailed plan and action measures related to a possible pandemic scenario. This pandemic plan was implemented on March 12, 2020 and continued through the third quarter of 2021. The Company carefully executed the plan with limited operational disruptions, with attention to ensure continued customer support, and with the utmost care to safeguard employees, customers and vendors. Management continues to monitor and, when appropriate, make changes to our planned response. As of December 31, 2021 our re-opening plan includes the following elements:

Column 1Column 2Column 3
We are serving customers through drive throughs, call center, mobile banking, online banking and ATMs, and have opened branches for customers.
Column 1Column 2Column 3
Since the beginning of the COVID-19 pandemic, we have actively engaged borrowers and other businesses in discussion to identify short-term cash flow and other financial needs, and restructured payments on existing loans to alleviate financial hardship consistent with regulatory guidance. As of December 31, 2021, all loans that were on deferred or modified payment status have successfully returned to active status or paid off.
Column 1Column 2Column 3
We enhanced credit monitoring on loan segments that have been most impacted by the COVID-19 pandemic, monitoring and tracking loan payment deferrals and customer liquidity.
Column 1Column 2Column 3
As of December 31, 2021, Washington state had reopened under the Washington Ready plan. All industry sectors previously covered by the Roadmap to Recovery or the Safe Start plan, with the limited exceptions, were permitted to return to usual capacity and operations.
Column 1Column 2Column 3
We updated and analyzed the Company's liquidity, funding and capital stress forecasts and risk assumptions.
Column 1Column 2Column 3
On July 19, 2021, the Company started its re-opening process, which included some non-remote and hybrid workers returning to the office and in-person gatherings/trainings resuming. Management recognizes this is an evolving situation and continues to monitor federal, state and local recommendations regarding the COVID-19 pandemic and the variant strains of the virus. Management will adjust its re-opening plans and implement precautions to safeguard our employees, customers and vendors based on the information available.

London Interbank Offered Rate (“LIBOR”) Transition

On March 5, 2021, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, confirmed that the publication of most LIBOR term rates will end on June 30, 2023 (excluding 1-week U.S. LIBOR and 2-month U.S. LIBOR, the publication of which will end on December 31, 2021).  Additionally, on April 6, 2021, New York Governor Cuomo signed into law legislation that provides for the substitution of an alternative reference rate, the Secured Overnight Financing Rate, in any LIBOR-based contract governed by New York state law that does not include clear fallback language, once LIBOR is discontinued but no later than December 31, 2021.  The Federal Reserve and other federal banking agencies have continued to encourage banks to transition away from LIBOR as soon as practicable.

As of December 31, 2021, we had $216.9 million in loans that are tied to LIBOR, and $180.3 million of those are SWAPs. We have $3.6 million in floating rate junior subordinated debentures to Coastal (WA) Statutory Trust I, which was formed for the issuance of trust preferred securities. These debentures are also tied to LIBOR.  The move to an alternate index may impact the rates we  receive on loans and rates we pay on our junior subordinated debentures.  We have identified the loans and debt instruments impacted, are reviewing LIBOR replacement options and are preparing for and evaluating the impact of the transition from LIBOR. We are no longer issuing any loans or debt tied to LIBOR.

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

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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.

Credit Quality

We have well established loan policies and underwriting practices that have resulted in low levels of charge-offs and nonperforming 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 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 business and consumer loans through our CCBX partners and while these loans will have higher levels of charge-offs and nonperforming assets, we also obtain credit enhancements from many of our CCBX partners which protects the Bank by absorbing incurred charge-offs and losses, but if our partners are unable to fulfill their contracted obligations then the Bank would be exposed to additional loan losses as a result of this counterparty risk.

Operating Efficiency

The largest component of noninterest expense is salaries and employee benefits. Other significant operating expenses include BaaS expense, occupancy expense, legal and professional fees, data processing expense, director and staff expense and marketing 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 divisions, open new branches or make 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. In 2021, we made substantial investments in our BaaS infrastructure and our efficiency ratio slightly increased to 58.82% at December 31, 2021, compared to 58.14% at December 31, 2020.

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 effects of the COVID-19 pandemic have had a destabilizing effect on financial markets, key market indices and overall economic activity. The uncertainty regarding the duration of the pandemic and the resulting economic disruption 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 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 these accounting policies, which are discussed below, to be critical accounting policies. 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 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

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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 (“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. 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, 2021, loans receivable totaled $1.74 billion, an increase of $195.6 million, or 12.6%, compared to $1.55 billion as of December 31, 2020. Total loans receivable is net of $8.8 million in net deferred origination fees, $3.6 million of which is attributed to PPP loans.  The increase is largely attributed to growth in our CCBX segment as a result of adding new partners, combined with loan growth in the community bank segment, partially 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 Loan Losses” in the Consolidated Financial Statements.

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 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 2021, one private company investment increased in value by $1.5 million (unrealized gain) in response to the issuance of common equity awards, identical to the Company’s holdings, at a higher value.  In 2020, one private company investment decreased in value by $400,000 (unrealized loss) in response to a decline in value in the stock based on that company’s financial performance and growth rate.

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 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. Community bank loans are assessed at the individual loan level and

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CCBX loans are pooled and evaluated at both the partner and product level. 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 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 increased the allowance from $19.3 million at December 31, 2020 to $28.6 million at December 31, 2021.  The allowance was significantly increased in response to growth in CCBX consumer loans.  The Company uses CCBX partner data, industry data and its own loan loss data to develop an appropriate allowance for the risk inherent in the CCBX new loan volume.  The Company increased the allowance from $11.5 million to $19.3 million in 2020 in response to the uncertainty of the COVID-19 pandemic, an increase in the unemployment rate, a decrease in GDP, and the unknown effects of the economic shutdown and stay at home orders on our communities, businesses, and consumers.   For more information and discussion related to the allowance for loan losses, see “Note 4 - Loans and Allowance for Loan Losses” in the Consolidated Financial Statements.

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. 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. 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 as follows:   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 loan losses and provision for unfunded commitments is recorded, a recovery receivable is also recorded on the balance sheet through noninterest income (BaaS fees -credit enhancement).  Incurred losses are recorded in the allowance for loan losses, and as the credit enhancement recoveries are received from the CCBX partner, the recovery receivable is relieved.  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

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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.  Credit 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, 2021 noninterest income subject to Topic 606 increased $5.5 million to $12.9 million, compared to $7.4 million for the year ended December 31, 2020.  The increase was largely the due to an increase in BaaS fee income resulting from active CCBX partners gaining traction with their services.  For more information and discussion related to revenue recognition, see “Note 19 – Revenue Recognition” in the Consolidated Financial Statements.

Emerging Growth Company

The Jumpstart Our Business Startups Act of 2012, (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.

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, 2021, 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.

Results of Operations

Net Income

Year Ended December 31, 2021, Compared to Year Ended December 31, 2020. Net income for the year ended December 31, 2021, was $27.0 million, or $2.16 per diluted share, compared to $15.1 million, or $1.24 per diluted share, for the year ended December 31, 2020. The increase in net income over the prior year was attributable to a $22.0 million increase in net interest income, $19.9 million increase in noninterest income partially offset by an $25.1 million increase in noninterest expense.

Net Interest Income

Year Ended December 31, 2021, Compared to Year Ended December 31, 2020. Net interest income for the year ended December 31, 2021, was $79.4 million compared to $57.4 million for the year ended December 31, 2020, an increase of $22.0 million, or 38.4%. The increase in net interest income consisted of a $20.0 million, or 31.8%, increase in interest income combined with a $2.0 million, or 35.5%, decrease in interest expense.

The $20.0 million increase in interest income for the year ended December 31, 2021 compared to December 31, 2020 is largely related to increased interest income resulting from community bank and CCBX loan growth and the recognition of deferred fees on PPP loans, including forgiven and paid off loans, as well as increased yield on loans resulting from loan growth and a decrease in lower yielding PPP loans. Interest and fees on loans increased $20.2 million, or 32.6%, over the prior year period, and yield on loans receivable increased 22 basis points for the year ended December 31, 2021, compared to the year ended December 31, 2020.  Non-PPP loan growth of $449.2 million, or 37.7%, which includes CCBX loan growth of $281.0 million, or 428.2%, for the year ended December 31, 2021, compared to December 31, 2020, also contributed to the increase in interest income.  Community bank loan growth increased by $168.2 million, or 15.0%, despite a reduction in PPP loans of  $254.0 million, or 69.4%, that were forgiven or repaid, compared to December 31, 2020, and also contributed to the increase in interest income.  Net deferred fees recognized on forgiven or repaid PPP loans increased $8.4 million, or 117.1%, to $15.5 million for the year ended December 31, 2021, compared to $7.2 million for the year ended December 31, 2020.  Net deferred fees on PPP loans are earned over the life of the loan, as a yield adjustment in interest income.  Forgiveness of principal, early paydowns and payoffs on PPP loans will increase interest income earned in those periods from the recognition of PPP net deferred fees.  Interest income from interest earning deposits with other banks was $608,000 for the year ended December 31, 2021, a decrease of $55,000, or 8.3%, compared to December 31, 2020, despite an average increase of $268.1 million in interest earning deposits with other banks, as a result of lower interest rates.

Interest expense decreased $2.0 million, or 35.5%, to $3.7 million for the year ended December 31, 2021 compared to $5.7 million for the year ended December 31, 2020.  Lower interest rates resulted in a decrease in interest expense despite a $185.8 million increase in average interest bearing deposits.  Interest expense on borrowings decreased $45,000 largely due to a reduction in

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outstanding PPPLF borrowings, which were paid off in full during the quarter ended June 2021.  PPPLF borrowings were used to help fund PPP loans.

For the year ended December 31, 2021, net interest margin and interest rate spread were 3.73% and 3.54%, respectively, compared to 3.83% and 3.57% for the year ended December 31, 2020. Contributing to the net interest margin and spread decline compared to the year ended December 31, 2020, was the $268.1 million increase in average interest bearing deposits with other banks, which  earned an average rate of 0.15% during the year ended December 31, 2021.

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 $18.4 million and $9.1 million for the years ended December 31, 2021 and 2020, respectively. Of the $18.4 million and $9.1 million in fees recognized in 2021 and 2020, $15.5 million and $7.2 million, respectively, were from PPP loans.  For the years ended December 31, 2021 and 2020, the amount of interest income not recognized on nonaccrual loans was not material.

Average Balance Sheets For the Year Ended December 31,
20212020
InterestAverageInterestAverage
AverageIncome/Yield/AverageIncome/Yield/
(Dollars in thousands)BalanceExpenseRateBalanceExpenseRate
Assets
Interest earning assets:
Interest earning deposits$402,081$6080.15%$133,951$6630.49%
Investment securities, available for sale (1)27,908490.1820,3861760.86
Investment securities, held to maturity (1)2,137301.403,734541.45
Other investments7,0522844.035,6082354.19
Loans receivable (2)1,688,92582,1124.861,333,02861,9104.64
Total interest earning assets2,128,10383,0833.901,496,70763,0384.21
Noninterest earning assets:
Allowance for loan losses(19,870)(14,686)
Other noninterest earning assets74,08858,970
Total assets$2,182,321$1,540,991
Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits$910,106$2,3270.26%$724,279$4,2880.59%
PPPLF borrowings68,6992400.35124,0684350.35
FHLB advances and other borrowings24,9992841.1420,7362351.13
Subordinated debt15,3797114.629,9865895.90
Junior subordinated debentures3,585842.343,5841052.93
Total interest bearing liabilities1,022,7683,6460.36882,6535,6520.64
Noninterest bearing deposits989,945513,550
Other liabilities12,92612,445
Total shareholders' equity156,682132,343
Total liabilities and shareholders' equity$2,182,321$1,540,991
Net interest income$79,437$57,386
Interest rate spread3.54%3.57%
Net interest margin (3)3.73%3.83%
(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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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-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. 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, 2021 Compared to
Year Ended December 31, 2020
Increase (Decrease)Total
Due toIncrease
(Dollars in thousands)VolumeYield/Rate(Decrease)
Interest income:
Interest earning deposits$405$(460)$(55)
Investment securities, available for sale13(140)(127)
Investment securities, held to maturity(22)(2)(24)
Other investments58(9)49
Loans receivable17,3032,89920,202
Total change in interest income17,7572,28820,045
Interest expense:
Interest bearing deposits475(2,436)(1,961)
PPPLF borrowings(195)-(195)
FHLB advances and other borrowings49-49
Subordinated debt249(127)122
Junior subordinated debentures-(21)(21)
Total change in interest expense578(2,584)(2,006)
Change in net interest income$17,179$4,872$22,051

Provision for Loan Losses

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

Year Ended December 31, 2021, Compared to Year Ended December 31, 2020. The provision for loan losses for the year ended December 31, 2021, was $9.9 million compared to $8.3 million for the year ended December 31, 2020. The increase in the Company’s provision for loan losses during the year ended December 31, 2021, is largely related to the provision for CCBX partner loans.  During the year ended December 31, 2021, a $8.6 million provision for loan losses was recorded for CCBX partner loans based on management’s analysis.   The factors used in management’s analysis for community bank loan losses indicated that a provision for loan loss of $1.3 million was needed for the year ended December 31, 2021.  The expected COVID-19 pandemic related loan losses have not materialized as originally anticipated in 2020, as evidenced by the low level of charge-offs and nonperforming loans.  The economic environment is continuously changing and has shown some signs of improvement in 2021, with ongoing vaccination of its population and increased re-opening of economic activities, tempered by increased inflation, and a rise in new COVID-19 variants that have resulted in some economic uncertainty.  The Company is not required to implement the provisions of the Current Expected Credit Loss (“CECL”) accounting standard until January 1, 2023 and continues to account for the allowance for credit losses under the incurred loss model. Gross loans totaled $1.74 billion in 2021 compared to $1.55 billion in 2020 and grew $195.6 million, or 12.6%, in 2021 compared to 2020. Included in total loans for 2021 is $111.8 million in PPP loans, which are 100% guaranteed, and are excluded from the provision for loan losses calculation.  The allowance for loan losses as a percentage of loans was 1.64% at December 31, 2021, compared to 1.25% at December 31, 2020.  Excluding PPP loans, which are 100% guaranteed by the SBA, the adjusted allowance for loan losses as a percentage of loans was approximately 1.75% at December 31, 2021.  A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

Net charge-offs for the year ended December 31, 2021 totaled $545,000, or 0.03% of total average loans, as compared to net charge-offs of $516,000, or 0.04% of total average loans, for the year ended December 31, 2020. Net charge-offs were up slightly in 2021 compared to 2020 due to CCBX partner loans.  In 2021, $172,000 in net charge-offs were for the community bank and $373,000 were for CCBX.  In 2020, all of the charge-offs were for the community bank.

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The following table show the total charge-off activity by segment for the period indicated (prior to 2021 CCBX activity was immaterial and therefore not presented):

Year Ended
December 31, 2021
(Dollars in thousands)Community bankCCBXTotal
Gross charge-offs$255$385$640
Gross recoveries(83)(12)(95)
Net charge-offs$172$373$545

The following table show the total provision expense by segment for the period indicated (prior to 2021 CCBX activity was immaterial and therefore not presented):

Year Ended
(Dollars in thousands)December 31, 2021
Community bank$1,275
CCBX8,640
Total provision expense$9,915

Noninterest Income

Our primary sources of recurring noninterest income are BaaS fees, deposit account service charges and fees, loan referral fees, and mortgage broker 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 method. Additionally, in 2021 we had non-recurring income for the unrealized gain on an equity investment and a gain on the sale of a branch.

For the year ended December 31, 2021, noninterest income totaled $28.1 million, an increase of $19.9 million, or 243.7%, compared to $8.2 million for the year ended December 31, 2020. The following table presents, for the periods indicated, the major categories of noninterest income:

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

Year Ended
December 31,IncreasePercent
(Dollars in thousands)20212020(Decrease)Change
BaaS fees$17,307$2,36514,942631.8%
Deposit service charges and fees3,6983,09160719.6
Loan referral fees2,1261,72640023.2
Unrealized gain (loss) on equity securities, net1,469(400)1,869(467.3)
Gain on sale of branch, net1,263-1,263n/a
Mortgage broker fees92065526540.5
Gain on sale of loans, net39682314382.9
Gain on sale of securities, net---n/a
Other93966327641.6
Total noninterest income$28,118$8,182$19,936243.7%

BaaS Fees. 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 contract.  In accordance with GAAP, we recognize the reimbursement of non-credit fraud losses on partner’s customer loans and credit enhancements related to the allowance for loan losses and reserve for unfunded commitments provided by the partner as revenue.  Partner customer credit losses are recognized in the allowance for loan loss and non-credit fraud loss is recognized in BaaS noninterest expense.  For more information on the accounting for BaaS allowance for loan losses, reserve for unfunded commitments, credit enhancements and fraud recovery see the section titled “CCBX – BaaS Reporting Information.”

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For the year ended December 31, 2021, we earned $17.3 million in BaaS fees, which was an increase of $14.9 million, or 631.8%, over the year ended December 31, 2020, where we earned $2.4 million in BaaS fees.  The increase over the year ended December 31, 2020 was primarily due to an increase of $3.9 million increase in total BaaS fee program income, which was the result of increased relationships with broker dealers and digital financial service providers, $9.1 million in BaaS fees – credit enhancements related to the allowance for loan losses and reserve for unfunded commitments, $1.5 million in BaaS fees – fraud recovery, and $411,000 increase in reimbursement of expenses.

The following table presents the BaaS fee income for the periods indicated:

Year Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
Program income:
Servicing and other BaaS fees$5,011$1,758$3,253
Interchange70114687
Total program income5,7121,7723,940
Reimbursements and guarantees:
Credit enhancement recovery9,086-9,086
Fraud recovery1,505-1,505
Reimbursement of expenses1,004593411
Total reimbursements and guarantees11,59559311,002
Total BaaS fees$17,307$2,365$14,942

At December 31, 2021 there were 19 active CCBX relationships, one CCBX relationship in friends and family trials, five CCBX relationships in onboarding/implementation, three signed letters of intent and a solid pipeline of potential new relationships.  At December 31, 2020 there were six active CCBX relationships, two CCBX relationship in friends and family trials, three CCBX relationships in onboarding/implementation and four signed letters of intent.  As more CCBX customers move to active status, we expect that BaaS fees will increase.  The following table illustrates the activity and growth in CCBX for the periods indicated:

As of
December 31, 2021December 31, 2020
Active196
Friends and family / testing12
Implementation / onboarding53
Signed letters of intent34
Total CCBX relationships2815

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 $3.7 million for the year ended December 31, 2021, an increase of $607,000, or 19.6%, over the prior year primarily due to increases in point-of-sale fees of $457,000, merchant services revenue of $90,000, ATM fees of $30,000, and service charges on deposit accounts of $28,000.  These increases were partially offset by a decrease of $18,000 in overdraft fees.  NSF and overdraft fees were $316,000 for the year ended December 31, 2021, compared to $334,000 for the year ended December 31, 2020.  In December 2021, the Bank reduced NSF and overdraft fees from $35 per item to $15 per item (with a maximum daily fee of $175).  We anticipate NSF and overdraft fees will decrease approximately 50% as a result of this change, however, NSF and overdraft fees are not a significant source of revenue for us and therefore this change will not have a material impact on noninterest income.

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The following table presents deposit service charges and fees for the periods indicated:

Year Ended
December 31,IncreasePercent
(Dollars in thousands)20212020(Decrease)Change
Point of sale fees$1,959$1,50245730.4%
Service charges on accounts410382287.3
Merchant services5684789018.8
Overdraft and NSF fees316334(18)(5.4)
ATM fees2271973015.2
Cash management fees113971616.5
Other10510144.0
$3,698$3,091$60719.6%

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 $2.1 million for the year ended December 31, 2021, an increase of $400,000, or 23.2%, over the year ended December 31, 2020. 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 fluctuates in response to these market conditions and as a result we recognize more or fewer, loan referral fees in some periods.

Unrealized gain (loss) on equity securities, net. During the year ended December 31, 2021, we recognized a $1.5 million unrealized holding gain on an equity security as a result of an observable price change, compared to a $400,000 unrealized loss for the year ended December 31, 2020, due to a write-down on an equity investment.

Gain on Sale of Branch, net. The sale of our Freeland branch closed on April 30, 2021.  Noninterest income included a $1.3 million gain from sale of the branch during the year ended December 31, 2021. There was no similar income in the year ended December 31, 2020.

Mortgage Broker Fees. We earn mortgage broker fees for residential mortgage loans that we broker through mortgage lenders. Mortgage broker fees increased $265,000, or 40.5%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 as a result increased demand from lower mortgage interest rates which continue to make homes more affordable and mortgage refinancing an attractive option.

Gain on Sale of Loans, net. Gain on sales of loans occurs when we sell in the secondary market the guaranteed portion (generally 75% of the principal balance) of the SBA and USDA loans that we originate. This activity fluctuates based on SBA and USDA loan activity.  Gain on sale of loans increased $314,000, or 382.9%, for the year ended December 31, 2021 compared to the prior year, to $396,000, due to increased activity.  In the year ended December 31, 2020, our primary focus was on SBA PPP loans, therefore fewer SBA and USDA loans were originated and sold to the secondary market.

Other. This category includes a variety of other income-producing activities, annuity broker fees, and SBA and USDA servicing fees. Other noninterest income increased $276,000, or 41.6%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 most significantly because of a $141,000 increase in MSLP servicing fees, and $98,000 increase in credit card income.

Noninterest Expense

Generally, noninterest expense includes all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships, and providing bank services. The largest component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as BaaS expense, occupancy expense, legal and professional fees, data processing expense, and software licenses, maintenance and subscription expense.

For the year ended December 31, 2021, noninterest expense totaled $63.3 million, an increase of $25.1 million, or 66.0%, compared to $38.1 million for the year ended December 31, 2020.

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

Year Ended
December 31,IncreasePercent
(Dollars in thousands)20212020(Decrease)Change
Salaries and employee benefits$37,101$23,302$13,79959.2%
BaaS expense4,4812944,1871,424.1
Occupancy4,1283,9771513.8
Legal and professional fees3,1331,7621,37177.8
Data processing2,9592,34861126.0
Software licenses, maintenance and subscription2,8271,3201,507114.2
FDIC assessments1,6325221,110212.6
Excise taxes1,5891,05753250.3
Director and staff expenses1,20580040550.6
Marketing and promotion45131713442.3
Other3,7572,4201,33755.2
Total noninterest expense$63,263$38,119$25,14466.0%

Salaries and Employee Benefits. Salaries and employee benefits are the largest component of noninterest expense and include payroll expense, incentive compensation costs, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $37.1 million for the year ended December 31, 2021, an increase of $13.8 million, or 59.2%, compared to $23.3 million for the year ended December 31, 2020. The increase was primarily due to hiring staff for our CCBX segment and additional staff for our ongoing banking related growth initiatives.  Bonus and incentive expense was $2.3 million higher for the year ended December 31, 2021 compared to the prior year due in part to incentives paid to employees that have been involved in the production and support of PPP loans.  The increase in expense would have been greater if not for an increase in deferred loan costs recorded as salary offsets, largely from originating PPP loans, which was $296,000 higher and lowered expense by that same amount, for the year ended December 31, 2021, compared to the year ended December 31, 2020.  As our CCBX segment grows, we expect to continue to add employees to support this line of business. As of December 31, 2021, we had 377 full-time equivalent employees, compared to 250 at December 31, 2020.

BaaS 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 BaaS expense is partner loan expense and partner fraud expense.  Partner loan expense represents the amount paid or payable to partners for credit enhancement and servicing CCBX loans. Partner fraud expense represents non-credit fraud losses on partner’s customer loan and deposit accounts.  For the year ended December 31, 2021, BaaS expense was $4.5 million, compared to $294,000 for the year ended December 31, 2020 as a result of increased partner activity.  For more information on the accounting for BaaS expenses see the section titled “CCBX – BaaS Reporting Information.”

The following table presents, for the periods indicated, the BaaS expenses:

Year Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
BaaS loan expense$2,976$294$2,682
BaaS fraud expense1,505-1,505
Total BaaS expense$4,481$294$4,187

Occupancy Expenses. Occupancy expenses were $4.1 million for the year ended December 31, 2021, compared to $4.0 million for the year ended December 31, 2020, an increase of $151,000, or 3.8%.   This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $1.6 million and $1.4 million for years ended December 31, 2021 and 2020, respectively. The increase of $151,000 in occupancy expenses for 2021 compared to 2020, was primarily the result of $232,000 increase in depreciation expense, resulting from increased costs associated with the increase in FTE and growth in CCBX,  partially offset by a decrease in rent expense.  As we continue to grow, we expect occupancy expenses to increase.

Legal and Professional Fees. Legal and professional costs were $3.1 million for the year ended December 31, 2021 compared to $1.8 million for the year ended December 31, 2020, and increase of $1.4 million, or 77.8%.  The increase in legal and

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professional costs is due to the development of contracts for CCBX partners and also fluctuates based on our reporting cycle and timing of legal and professional services.

Data Processing. Data processing costs were $3.0 million for the year ended December 31, 2021, compared to $2.3 million for the year ended December 31, 2020, an increase of $611,000, or 26.0%. Data processing costs include all of our customer processing, computer processing, and network costs. Data processing costs grow as we grow and add new products, customers and branches.  Additionally, CCBX data processing expenses are included in this category and are expected to increase incrementally as this segment grows, and infrastructures are put in place.

Software Licenses, Maintenance and Subscriptions. Software licenses, maintenance and subscriptions includes expenses related to obtaining and maintaining software required for various functions throughout the Company.   Software licenses, maintenance and subscriptions were $2.8 million for the year ended December 31, 2021, compared to $1.3 million for the year ended December 31, 2020. Software that aids in the reporting of CCBX and helps to automate and create other efficiencies in reporting contributed to the increase.  These expenses are expected to increase as we invest more in automated processing and as we grow product lines and our CCBX segment.

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.  FDIC assessments were $1.6 million for the year ended December 31, 2021, compared to $522,000 for the year ended December 31, 2020, an increase of $1.1 million, or 212.6%.  Deposit growth in the community bank and CCBX contributed to this increase.

Excise Taxes. Excise taxes were $1.6 million for the year ended December 31, 2021, compared to $1.1 million for the year ended December 31, 2020, an increase of $532,000, or 50.3%.  Excise taxes are based on gross income of $111.2 million and $71.2 million for the years ended December 31, 2021 and 2020, respectively.  Gross income is reduced by certain allowed deductions to arrive at the taxable base; however, as gross income increases, so does the excise tax expense.  In addition, the Washington State tax rate that is applied to our industry increased 25 basis points effective April 1, 2020, which was assessed and contributed to the increase in excise tax for the full year ended December 31, 2021 and for part of the year ended December 31, 2020.

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 $1.2 million for the year ended December 31, 2021 compared to $800,000 for the year ended December 31, 2020, an increase of $405,000, or 50.6%. In 2021 we saw an increase in employee travel and training return to a more typical level after a year of reduced activity in 2020 as a result of restrictions related to the COVID-19 pandemic.  Additionally, director expense increased in 2021 as a result of a change to the compensation structure for directors that was effective in October 2020.

Marketing and promotion. Marketing and promotion costs were $451,000 for the year ended December 31, 2021, compared to $317,000 for the year ended December 31, 2020, an increase of $134,000, or 42.3%. Marketing and promotion costs decreased in 2020 due to a conscious effort to reduce general advertising costs during the COVID-19 pandemic, with marketing and promotion costs starting to return to a more typical level in 2021 compared to 2020. The Bank is using more cost-effective advertising options; however, we expect to see advertising expenses increase as we deploy more branding and targeted advertising for the community bank and CCBX .

Other. This category includes office supplies, mail services, telephone, examination fees, internal loan expenses, services charges from banks, operational losses, directors and officer’s insurance, donations, provision for unfunded commitments, and miscellaneous other expenses. Other noninterest expense increased to $3.8 million for the year ended December 31, 2021, compared to $2.4 million for the year ended December 31, 2020, an increase of $1.3 million, or 55.2%. The increase was largely due to a $445,000 increase in the unfunded commitment provision, $200,000 increase in donations, largely made to community-based organizations, $152,000 increase in office equipment, $118,000 in increased operational losses, $90,000 increase in service charges from banks, $89,000 increase in telephone costs, and overall increases resulting from growth for the year ended December 31, 2021, as compared to the same period last year.

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

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activities 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.

Year Ended December 31, 2021, Compared to Year Ended December 31, 2020. For the year ended December 31, 2021, income tax expense totaled $7.4 million, compared to $4.0 million for the year ended December 31, 2020. Our effective tax rates for the years ended December 31, 2021, and 2020, was 21.4% and 20.9%, respectively.

Segment Information

For financial reporting purposes our Company has two reportable segments:  The community bank and CCBX, which has been determined based upon the Company's relationship with the end customer.  This determination also gave consideration to the structure and management of our various products.  The community bank segment includes the operations of Coastal Community Bank, excluding CCBX BaaS operations.  The community bank segment derives its revenue primarily from interest on loans and investments as well as noninterest income typical for the banking industry.  The CCBX segment includes BaaS operations.  The CCBX segment derives its revenue from BaaS partnerships that allow our broker-dealer and digital financial partners to offer their customers banking services.

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 previously reported segment financial data. 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 elsewhere in this report.

Community bank total assets as of December 31, 2021 increased $582.4 million, or 34.3%, to $2.28 billion, compared to $1.70 billion as of December 31, 2020.  Total community bank loans receivable decreased $85.4 million, or 5.8%, to $1.40 billion as of December 31, 2021, compared to $1.48 billion as of December 31, 2020.  The decrease in loans receivable is the result of $254.0 million in PPP loan forgiveness and paydowns during the year ended December 31, 2021.  Non-PPP community bank loan growth was $168.2 million, or 15.0%, as a result of increased loan activity.  Total community bank deposits increased $294.9 million, or 21.8%, to $1.65 billion, as of December 31, 2021, compared to $1.35 billion as of December 31, 2020.  The increase in deposits is largely due to initiatives to expand and grow banking relationships with new customers, including new customers that obtained PPP loans through the bank.  The overall increase in deposits was achieved despite a decrease of $25.6 million in total deposits due to the sale of our Freeland branch, which were included in the total deposits as of December 31, 2020.

Net interest income for the community bank was $73.0 million for the year ended December 31, 2021, an increase of $16.2 million, or 28.5%, compared to $56.8 million for the year ended December 31, 2020.  The increase in net interest income is largely due to net deferred fee income recognized on forgiven or repaid PPP loans as well as increased yield on loans resulting from non-PPP loan growth and a decrease in lower yielding PPP loans.  Provision for loan losses was $1.3 million for the year ended December 31, 2021, compared to $8.2 million for the year ended December 31, 2020.  The provision for loan losses was increased in 2020 as a result of economic uncertainties of the COVID-19 pandemic and loan growth, however losses have not realized as anticipated.  Noninterest income for the community bank was $10.7 million, for the year ended December 31, 2021, an increase of $4.9 million, or 84.2%, compared to $5.8 million for the year ended December 31, 2020, due to an unrealized holding gain on an equity investment, gain on sale of a branch, increased deposit service charges and higher loan referral fees.  Noninterest expenses for the community bank increased $17.0 million, or 49.1%, to $51.5 million as of December 31, 2021, compared to $34.6 million as of December 31, 2020.  The increase in noninterest expense is largely due to increased salaries and employee benefits as a result of growth, higher software licenses maintenance and subscription costs related to new reporting software that helps to automate and create efficiencies in reporting, and other expense increases related to growth.

CCBX total assets as of December 31, 2021 increased $287.0 million, or 434.8%, to $353.0 million, compared to $66.0 million as of December 31, 2020.  Total CCBX loans receivable increased $281.0 million, or 428.0%, to $346.7 million as of December 31, 2021, compared to $65.7 million as of December 31, 2020.  The increase in loans receivable is the result of adding new CCBX relationships.  CCBX allowance for loan losses increased to $8.3 million as of December 31, 2021, compared to $66,000 as of December 31, 2020 as a result of loan growth and portfolio mix.  Total CCBX deposits increased $647.6 million, or 942.8%, to $716.3 million, compared to $68.7 million as of December 31, 2020 as a result of adding new CCBX relationships. CCBX partners have grown 86.7% to 28 total CCBX relationships as of December 31, 2021, compared to 15 total relationships as of December 31, 2020.

Net interest income for CCBX was $6.4 million for the year ended December 31, 2021, an increase of $5.9 million, or 1,063.3%, compared to $553,000 for the year ended December 31, 2020.  The increase in net interest income is due to loan growth

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from new CCBX relationships.  Provision for loan losses was $8.6 million for the year ended December 31, 2021, compared to $66,000 for the year ended December 31, 2020, as a result of loan growth from adding new partners.  Noninterest income for CCBX was $17.4 million, for the year ended December 31, 2021, an increase of $15.0 million, or 635.9%, compared to $2.4 million for the year ended December 31, 2020, due to an increase of $14.9 million in BaaS fees, $3.9 million increase in total BaaS fee program income, which was the result of increased relationships with broker dealers and digital financial service providers, $9.1 million in BaaS fees – credit enhancements related to the allowance for loan losses and reserve for unfunded commitments, and $1.5 million in BaaS fees – fraud recovery  Noninterest expenses for CCBX increased $8.1 million, or 229.5%, to $11.7 million as of December 31, 2021, compared to $3.6 million as of December 31, 2020.  The increase in noninterest expense is largely due to an increase in BaaS loan expense, BaaS fraud expense and increased salaries and benefits, for the year ended December 31, 2021, compared to the year ended December 31, 2020.  For more information on the accounting for BaaS income and expenses see the section titled “CCBX – BaaS Reporting Information.”.

The following tables present summary financial information for each segment for the periods indicated:

December 31, 2021December 31, 2020
Community BankCCBXTotalCommunity BankCCBXTotal
(dollars in thousands)
Total assets$2,282,514$353,003$2,635,517$1,700,121$66,001$1,766,122
Total loans receivable$1,396,060$346,675$1,742,735$1,481,475$65,663$1,547,138
Allowance for loan losses$(20,299)$(8,333)$(28,632)$(19,196)$(66)$(19,262)
Total deposits$1,647,529$716,258$2,363,787$1,352,620$68,687$1,421,307
Year Ended
December 31, 2021December 31, 2020
Community BankCCBXTotalCommunity BankCCBXTotal
(dollars in thousands)
Net interest income$73,004$6,433$79,437$56,833$553$57,386
Provision for loan losses$1,275$8,640$9,915$8,242$66$8,308
Noninterest income$10,713$17,405$28,118$5,817$2,365$8,182
Noninterest expense$51,547$11,716$63,263$34,563$3,556$38,119

Financial Condition

Our total assets increased $869.4 million to $2.64 billion, or 49.2% at December 31, 2021, compared to $1.77 billion at December 31, 2020.  This increase was largely the result of a $195.6 million increase in loans receivable, combined with an increase of $654.5 million in interest earning deposits with other banks.   As of December 31, 2021, $111.8 million in PPP loans remain on the balance sheet.

Loan Portfolio

We accepted and processed requests for PPP loans from the beginning of the program in March 2020 for the duration of round one and two of the PPP, and throughout round three, which closed for applications on May 31, 2021.  As a preferred SBA lender, we worked diligently with the SBA to offer assistance to small businesses as provided in the CARES Act, as amended by subsequent legislation, which significantly impacted our loan totals.  These SBA loans are discussed further in this section under “Commercial and Industrial Loans”.

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 in the Puget Sound region. Our loan portfolio represents the highest yielding component of our earning assets.

As of December 31, 2021, loans receivable totaled $1.74 billion, an increase of $195.6 million, or 12.6%, compared to $1.55 billion as of December 31, 2020. Total loans receivable is net of $8.8 million in net deferred origination fees, $3.6 million of which is attributed to PPP loans.  The increase includes CCBX loan growth of $281.0 million, or 428.2%, non-PPP community bank loan growth of $168.2 million, or 15.0%, partially offset by a reduction of $254.0 million, or 69.4%,  in PPP loans due to forgiveness and

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principal paydowns.  Additionally, unused loan commitments increased, with unused commitments on capital call lines increasing $287.7 million to $416.0 million at December 31, 2021 compared to $128.2 million at December 31, 2020, which will likely translate to loan growth as the commitments are utilized in future periods.

Loans as a percentage of deposits were 73.7% as of December 31, 2021 and 108.9% as of December 31, 2020.   We are focused on serving our communities and markets by growing loans locally and funding those loans with customer deposits.  The decrease in the loan to deposit ratio for 2021 compared to 2020 was largely due to the increase in interest earning deposits with other banks, primarily due to the increase in CCBX deposits.

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

As of December 31,
20212020
(Dollars in thousands)AmountPercentAmountPercent
Commercial and industrial loans:
PPP loans$111,8136.4%$365,84223.5%
Capital call lines202,88211.565,5594.2
All other commercial & industrial loans104,3656.0107,7996.9
Real estate loans:
Construction, land and land development loans183,59410.594,4236.1
Residential real estate loans204,38911.7143,8699.2
Commercial real estate loans835,58747.7774,92549.8
Consumer and other loans108,8716.23,9160.3
Gross loans receivable1,751,501100.0%1,556,333100.0%
Net deferred origination fees - PPP loans(3,633)(5,803)
Net deferred origination fees - Other loans(5,133)(3,392)
Loans receivable$1,742,735$1,547,138

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Commercial and Industrial Loans. Commercial and industrial loans, decreased $120.1 million, or 22.3%, to $419.1 million as of December 31, 2021, from $539.2 million as of December 31, 2020. The decrease in commercial and industrial loans receivable over the year ended December 31, 2020 was due to $254.0 million in forgiveness and repaid PPP loans, partially offset by an increase of $137.3 million increase in capital call lines.  Included in the commercial and industrial loan balance is $202.9 million and $65.6 million in capital call lines resulting from relationships with our CCBX customers as of December 31, 2021, and December 31, 2020, respectively.  Also included in commercial and industrial loans is $111.8 million and $365.8 million in PPP loans as of December 31, 2021, and December 31, 2020, respectively.

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 income. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable, inventory or equipment, and we generally obtain personal guarantees on these loans.

The purpose of the PPP was to provide forgivable loans to smaller businesses, sole proprietorships, independent contractors, and self-employed individuals that use the proceeds of the loans for payroll and certain other qualifying expenses. The Small Business Administration (“SBA”) manages the PPP. If a loan is fully forgiven, the SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, the loan is guaranteed by the SBA. We accepted and processed applications for the duration of the initial PPP loan program, which closed for new applicants on August 8, 2020.  The Consolidated Appropriations Act, 2021, enacted on December 27, 2020, appropriated additional funding to the PPP and permitted certain PPP borrowers to make “second draw” loans. The American Rescue Plan Act of 2021, enacted on March 11, 2021, expanded the eligibility criteria for both first and second draw PPP loans and revised the exclusions from payroll costs for purposes of loan forgiveness. The PPP Extension Act of 2021, enacted on March 25, 2021, extended the PPP through May 31, 2021, at which time the program closed for new applications.

In total, we funded $763.9 million in PPP loans, since the first round of PPP loans opened in March 2020 through the close of round three on May 31, 2021.  Total net deferred fees on these loans were $26.3 million.  As of December 31, 2021, $111.8 million in PPP loans remained with $3.6 million in net deferred fees, which will be recognized in interest income in future periods. Legislation extended the initial payment deferral period on PPP loans originated in 2020, and PPP borrowers with two-year loans can work with their lender to extend their loan to a five-year maturity, which we anticipate could be a popular approach for customers with PPP loans that are not eligible for forgiveness.   There are $4.3 million of these loans remaining as of December 31, 2021.  PPP loans originated in 2021 are five-year loans, and $107.5 million remains of these loans as of December 31, 2021. Loan payments will be deferred for borrowers who apply for loan forgiveness until SBA remits the borrower's loan forgiveness amount to the lender. If a borrower does not apply for loan forgiveness, payments are deferred 10 months after the end of the covered period for the borrower’s loan forgiveness (generally between eight and 24 weeks).

We continue to accept applications from customers for loan forgiveness.  To obtain loan forgiveness, a PPP borrower must submit a forgiveness application.  We expect PPP forgiveness payments to continue through the second quarter of 2022.

Construction, Land and Land Development Loans. Construction, land and land development loans increased $89.2 million, or 94.4%, to $183.6 million as of December 31, 2021, from $107.8 million as of December 31, 2020, primarily due to growth.

Unfunded loan commitments for construction, land and land development loans were $134.3 million at December 31, 2021, which is an increase of $45.9 million, or 52.0%, compared to $88.4 million in unfunded commitments at December 31, 2020.  Although we have not seen a significant drop in our market in the Puget Sound region thus far, the full extent of the long-term effects of the COVID-19 pandemic remain to be seen.

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. As of December 31, 2021, construction, land and land development loans included $28.9 million in residential construction loans, $82.8 million in commercial construction loans and $71.9 million in other construction, land and land development loans, compared to $21.6 million in residential construction loans, $43.5 million in commercial construction loans and $29.3 million in other construction, land and land development loans as of December 31, 2020.

Residential Real Estate Loans. Our one-to-four family residential real estate loans increased $60.5 million, or 42.1%, to $204.4 million as of December 31, 2021, from $143.9 million as of December 31, 2020.

We originate one-to-four family residential real estate adjustable-rate mortgage (“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

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mortgage loan. As of December 31, 2021, the balance of our ARM portfolio loans was $22.2 million, compared to $20.5 million at December 31, 2020.  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 purchase residential mortgages originated by 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.  We last purchased residential mortgage loans in 2018.  As of December 31, 2021, we held $11.9 million in purchased residential real estate mortgage loans, compared to $16.8 million at December 31, 2020.  These 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. We also 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, 2021, residential real estate loans made to investors and business owners totaled $114.0 million. As of December 31, 2020, residential real estate loans made to investors and business owners totaled $84.3 million.

As of December 31, 2021 there were $36.9 million in CCBX home equity loans included in residential real estate, compared to $0 at December 31, 2020, as a result of adding new partners.

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.

Commercial Real Estate Loans. Commercial real estate loans increased $60.7 million, or 7.8%, to $835.6 million as of December 31, 2021, from $774.9 million as of December 31, 2020.

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 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, 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 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 and adjust with the term-equivalent FHLB rate. At December 31, 2021, approximately 28.0% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 47.7% of our loan portfolio at December 31, 2021 and are historically our largest source of revenue. At December 31, 2020, approximately 41.4% of the commercial real estate loan portfolio consisted of fixed rate loans. The Bank actively seeks commercial real estate loans in our markets and our lenders are experienced in originating, competing for, and managing these loans and relationships.  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 $105.0 million, or 2,680.2%, to $108.9 million, from $3.9 million as of December 31, 2020, primarily as a result of CCBX loans from adding new partners.  Our consumer and other loans are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

Included in consumer and other loans is $106.8 million in CCBX loans as of December 31, 2021, compared to $67,000 as of December 31, 2020.  CCBX consumer loans are primarily comprised of credit cards and secured and unsecured consumer loans.

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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, 2021
Due after OneDue after Five
Due in OneYear ThroughYears ThroughDue AfterGross
(Dollars in thousands)Year or LessFive YearsFifteen YearsFifteen YearsLoans
Commercial and industrial loans:
PPP loans$1,549$110,264$-$-$111,813
All other commercial and industrial loans235,96443,148-28,135307,247
Real estate loans:
Construction, land and land development loans79,54480,0567,20916,785183,594
Residential real estate loans14,68374,28737,70577,714204,389
Commercial real estate loans71,361205,051111,987447,188835,587
Consumer and other loans37,34568,6072,646273108,871
Total$440,446$581,413$159,547$570,095$1,751,501

The following table sets forth all loans at December 31, 2021, that are due after December 31, 2022, and have either fixed interest rates or floating or adjustable interest rates:

Floating or
(Dollars in thousands)Fixed RatesAdjustable RatesTotal
Commercial and industrial loans:
PPP loans$110,264$-$110,264
All other commercial and industrial loans43,07528,20871,283
Real estate loans:
Construction, land and land development loans63,25140,799104,050
Residential real estate loans46,506143,200189,706
Commercial real estate loans194,557569,669764,226
Consumer and other loans60,50611,02071,526
Total$518,159$792,896$1,311,055

Industry Exposure and Categories of Loans

We have a diversified loan portfolio, representing a wide variety of industries.  Three of our largest categories of our loans, excluding PPP loans, are commercial real estate, commercial and industrial, and construction, land and land development loans.  Together, as of December 31, 2021, they represent $1.33 billion in outstanding loan balances, or 80.9% of total gross loans outstanding, excluding PPP loans of $111.8 million.  When combined with the full loan portfolio’s $909.6 million in unused commitments the total of these three categories is $1.97 billion, or 77.3% of total outstanding loans and loan commitments.

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Commercial real estate loans represent the largest segment of our loans, comprising 51.0% of our total balance of outstanding loans, excluding PPP loans, as of December 31, 2021.  Unused commitments to extend credit represents an additional $23.2 million, the combined total exposure in commercial real estate loans represents $858.8 million, or 33.8% of our total outstanding loans and loan commitments, excluding PPP loans.

The following table summarizes our exposure by industry for our commercial real estate portfolio as of December 31, 2021:

(Dollars in thousands, unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans (Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Apartments$155,079$3,827$158,9066.2%$2,09674
Hotel/Motel115,878228116,1064.64,45726
Office91,3703,62394,9933.794297
Warehouse76,4534,08580,5383.21,49951
Convenience Store79,2491,09380,3423.21,84343
Mixed use70,7133,89474,6072.985283
Retail68,8862,58271,4682.884082
Manufacturing36,85560037,4551.51,15232
Mini Storage35,04120435,2451.42,33615
Groups 1.4% of total106,0633,112109,1754.31,32680
Total$835,587$23,248$858,83533.8%$1,433583

Commercial and industrial loans comprise 18.7% of our total balance of outstanding loans, excluding PPP loans, as of December 31, 2021.  Unused commitments to extend credit represents an additional $486.8 million, the combined total exposure in commercial and industrial loans represents $794.1 million, or 31.2% of our total outstanding loans and loan commitments, excluding PPP loans.

The following table summarizes our exposure by industry, excluding PPP loans, for our commercial and industrial loan portfolio as of December 31, 2021:

(Dollars in thousands, unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans (Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Capital Call Lines$202,882$415,956$618,83824.3%$1,649123
Construction/Contractor Services16,47533,81050,2852.0102161
Financial Institutions20,150-20,1500.83,3586
Manufacturing13,3694,85718,2260.724355
Medical / Dental / Other Care12,2034,04516,2480.620061
Family and Social Services7,1752,4909,6650.447815
Groups 0.40% of total34,99325,64660,6392.4124282
Total$307,247$486,804$794,05131.2%$437703

Construction, land and land development comprise 11.2% of our total balance of outstanding loans, excluding PPP loans, as of December 31, 2021.  Unused commitments to extend credit represents an additional $134.3 million, the combined total exposure in construction, land and land development loans represents $317.9 million, or 12.5% of our total outstanding loans and loan commitments, excluding PPP loans.

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The following table details our exposure for our construction, land and land development portfolio as of December 31, 2021:

(Dollars in thousands, unaudited)Outstanding BalanceAvailable Loan CommitmentsTotal Exposure% of Total Loans (Outstanding Balance & Available Commitment)Average Loan BalanceNumber of Loans
Commercial construction$82,816$100,302$183,1187.2%$2,95828
Residential construction28,86519,63848,5031.972240
Undeveloped land loans37,8173,44041,2571.62,70114
Developed land loans20,4577,83628,2931.156836
Land development13,6393,06916,7080.775818
Total$183,594$134,285$317,87912.5%$1,350136

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. We are not required to report as nonperforming a loan for which we have allowed the borrower to defer payment on a short term basis because of financial pressure related to COVID-19.  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.  CCBX partner loans are placed on nonaccrual status in accordance with the partner’s practice and policy for treatment of nonaccrual loans, and may remain on accrual status beyond such time it becomes 90 days past due.  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 lending practices and active approach to managing nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have 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 $1.7 million in nonperforming assets, and no troubled debt restructurings (“TDRs”), as of December 31, 2021, compared to $712,000 as of December 31, 2020.  All of our nonperforming assets were nonperforming loans as of December 31, 2021 and 2020.  Our nonperforming loans to loans receivable ratio was 0.10% at December 31, 2021, compared to 0.05% at December 31, 2020.  The increase in nonperforming assets was the result of $1.5 million in CCBX partner accruing loans past due 90 days or more, partially offset by a decrease of $491,000 in nonaccrual community bank loans.

To date we have not seen a significant change in our credit quality metrics, as demonstrated by the low level of charge-offs and nonperforming loans for the year ended December 31, 2021.  The long-term economic impact of the COVID-19 pandemic, political gridlock, and trade issues remains unknown; however, the Company remains diligent in its efforts to communicate and proactively work with borrowers to help mitigate potential credit deterioration.

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The following table presents information regarding nonperforming assets at the dates indicated:

As ofAs of
December 31,December 31,
(Dollars in thousands)20212020
Nonaccrual loans:
Commercial and industrial loans$166$537
Real estate loans:
Residential real estate loans55175
Total nonaccrual loans221712
Loans on accrual status and past due 90 days or more:
Total loans on accrual status and past due 90 days or more1,506-
Total nonperforming loans1,727712
Total nonperforming assets$1,727$712
Total nonaccrual loans to loans receivable0.01%0.05%
Total nonperforming loans to loans receivable0.10%0.05%
Total nonperforming assets to total assets0.07%0.04%

Potential Problem Loans

From a credit risk standpoint, we classify loans in one of five categories: pass, other loans especially mentioned, substandard, doubtful or loss. Within the pass category, we classify loans into one of the following five subcategories based on perceived credit risk, including repayment capacity 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 ratings 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).

Column 1Column 2Column 3
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.
Column 1Column 2Column 3
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 weaknesses 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.
Column 1Column 2Column 3
Credits rated as doubtful have weaknesses of substandard 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.
Column 1Column 2Column 3
Credits rated as loss are charged-off. We have no expectation of the recovery of any payments in respect of credits rated as loss.

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

As of December 31, 2021
PassOther Loans Especially MentionedSub- StandardDoubtfulTotal
(dollars in thousands)
Commercial and industrial loans$416,642$2,180$238$-$419,060
Real estate loans:
Construction, land, and land development loans183,594---183,594
Residential real estate loans204,17312294-204,389
Commercial real estate loans824,67610,911--835,587
Consumer and other loans107,404-1,467-108,871
$1,736,489$13,213$1,799$-1,751,501
Less net deferred origination fees(8,766)
Loans receivable$1,742,735
As of December 31, 2020
PassOther Loans Especially MentionedSub- StandardDoubtfulTotal
(dollars in thousands)
Commercial and industrial loans$538,149$397$654$-$539,200
Real estate loans:
Construction, land, and land development loans94,423---94,423
Residential real estate loans143,540154175-143,869
Commercial real estate loans763,64711,278--774,925
Consumer and other loans3,916---3,916
$1,543,675$11,829$829$-1,556,333
Less net deferred origination fees(9,195)
Loans receivable$1,547,138

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:

Column 1Column 2Column 3
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;
Column 1Column 2Column 3
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.

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Column 1Column 2Column 3
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; and
Column 1Column 2Column 3
for residential real estate 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.

As of December 31, 2021, the allowance for loan losses totaled $28.6 million, or 1.64% of total loans. As of December 31, 2020, the allowance for loan losses totaled $19.3 million, or 1.25% of total loans. The increase in the Company’s provision for loan losses for the year ended December 31, 2021 compared to the year ended December 31, 2020, is largely related to the provision for CCBX partner loans.  During the year ended December 31, 2021, a $8.6 million provision for loan losses was recorded for CCBX partner loans based on management’s analysis.  The factors used in management’s analysis for community bank loan losses indicated that a provision for loan losses of $1.2 million was needed for the year ended December 31, 2021.  The expected COVID-19 pandemic related loan losses have not materialized as originally anticipated in 2020, as evidenced by the low level of charge-offs and nonperforming loans. The economic environment is continuously changing and has shown some signs of improvement in 2021, with ongoing vaccination of its population and increased re-opening of economic activities, tempered by increased inflation, and a rise in new COVID-19 variants that have resulted in some economic uncertainty.  CCBX loans have a higher level of expected losses than our community bank loans, which is reflected in the factors for the allowance for loan losses.  Many agreements with 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 loan losses and provision for unfunded commitments is recorded, a recovery receivable is also recorded on the balance sheet through noninterest income (BaaS fees -credit enhancement).  Incurred losses are recorded in the allowance for loan losses, and as the credit enhancement recoveries are received from the CCBX partner, the recovery receivable is relieved.  Although many agreements with our CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by absorbing incurred credit and fraud losses, if our partner is unable to fulfill their contracted obligations then the bank would be exposed to additional loan losses, as a result of this counterparty risk. The Company is not required to implement the provisions of the CECL accounting standard until January 1, 2023 and continues to account for the allowance for credit losses under the incurred loss model.

The following table presents the loans receivable and allowance for loan losses by segment for the period indicated:

As of
December 31, 2021
(Dollars in thousands)Community BankCCBXTotal
Loans receivable$1,396,060$346,675$1,742,735
Allowance for loan losses(20,299)(8,333)(28,632)
Allowance for loan losses to total loans receivable1.45%2.40%1.64%

Included in total loans is $111.8 million in PPP loans which are 100% guaranteed by the SBA.  The allowance for loan losses to loans receivable, excluding the guaranteed PPP loans, is approximately 1.75% and 1.62% at December 31, 2021 and 2020, respectively.  A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

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The following tables present, as of and for the periods indicated, an analysis of the allowance for loan losses and other related data:

As of or for the Year Ended December 31,
(Dollars in thousands)20212020
Allowance at beginning of period$19,262$11,470
Provision for loan losses9,9158,308
Charge-offs:
Commercial and industrial loans222141
Real estate loans:
Construction, land and land development loans-369
Residential real estate loans79-
Consumer and other loans33915
Total charge-offs640525
Recoveries:
Commercial and industrial loans675
Consumer and other loans284
Total recoveries959
Net charge-offs(545)(516)
Allowance at end of period$28,632$19,262
Allowance for loan losses to nonperforming loans1657.90%2705.34%
Allowance for loan losses to nonaccrual loans12955.66%2705.34%
Allowance for loan losses to total loans receivable1.64%1.25%
Net charge-offs to average loans0.03%0.04%

The allowance for loan losses to nonaccrual loans ratio increased substantially at December 31, 2021, compared to December 31, 2020 as a result of a decrease of $491,000 in nonaccrual community bank loans, combined with an increase of $9.4 million in the allowance for loan losses.  The increase in the allowance for loan losses for the year ended December 31, 2021 compared to the year ended December 31, 2020, is largely related to the increase in the allowance for CCBX partner loans.  At December 31, 2021, there was a balance of $8.3 million in the allowance for loan losses for CCBX partner loans, compared to $66,000 at December 31, 2020.

Although we believe that we have established our allowance for loan losses in accordance with GAAP and that the allowance for loan losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions for loan losses will be subject to ongoing evaluations of the risks in our loan portfolio.  As a result of the COVID-19 pandemic and its impact to the economy, we increased our provision during the year ended December 31, 2020.  The expected loan losses have not materialized as originally anticipated in 2020, as evidenced by the low level of charge-offs and nonperforming loans, however if the COVID-19 pandemic worsens or continues indefinitely, preventing businesses and consumers from conducting business in the ordinary course, the Washington state and Puget Sound region may experience a continued economic downturn, and our asset quality could deteriorate, which may require material additional provisions for loan losses.

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The following table shows the allocation of the allowance for loan losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for loan 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,
20212020
(Dollars in thousands)Allowance Allocated to Loan PortfolioLoan Category as a % of Total LoansAllowance Allocated to Loan PortfolioLoan Category as a % of Total Loans
Commercial and industrial loans$3,22111.3%$3,35318.4%
Real estate loans:
Construction, land and land development loans6,98424.53,54519.4
Residential real estate loans4,59816.23,41018.7
Commercial real estate loans6,59023.17,81042.8
Consumer and other loans7,09224.91270.7
Total allocated28,48518,245
Unallocated1471,017
Total allowance for loan losses$28,632$19,262

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Securities

We use our securities portfolio primarily as a source of liquidity and collateral that can be readily sold or pledged for public deposits or other business purposes. At December 31, 2021, $35.0 million, or 95.4%, of our investment portfolio consisted of U.S. Treasury securities. The remainder of our securities portfolio was invested in municipal bonds, U.S. Agency collateralized mortgage obligations, and U.S. Agency residential mortgage-backed 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 and had much of our excess cash in overnight bank deposits at the Federal Reserve. At December 31, 2021, our loan-to-deposit ratio was 73.7%, which is lower compared to 108.9% as of December 31, 2020 as a result of the increased balance in interest earning deposits with other banks, primarily as a result of growth in CCBX deposits.  Our securities portfolio represented less than 2% 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, 2021, the carrying value of our investment securities totaled $36.6 million, an increase of $13.4 million, or 57.5%, compared to $23.2 million as of December 31, 2020. The increase in the securities portfolio was due to the purchase of $117.5 million in Treasury securities during the year ended December 31, 2021, which was needed to replace maturing securities and pledged to secure public deposits and for other purposes as required or permitted by law, partially offset by maturities and principal paydowns.  Investment securities represented 1.4%, and 1.3%, of total assets as of December 31, 2021 and 2020, respectively.

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.

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,
20212020
AmortizedFairAmortizedFair
(Dollars in thousands)CostValueCostValue
Securities available-for-sale:
U.S. Treasury securities$34,999$34,998$19,997$20,028
U.S. Government securities----
U.S. Agency collateralized mortgage obligations687096100
U.S. Agency residential mortgage-backed securities331010
Municipal bonds252256254261
Total available-for-sale securities35,32235,32720,35720,399
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities1,2961,3482,8482,957
Total held-to-maturity securities1,2961,3482,8482,957
Total investment securities$36,618$36,675$23,205$23,356

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, 2021, we did not hold any Fannie Mae or Freddie Mac preferred stock, 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, 2021 and 2020, 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 $6.0 million as of December 31, 2021 and $5.2 million as of December 31, 2020  The increase was attributable to net additions of Federal Reserve, FHLB stock. 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 held a $750,000 equity interest during as of December 31, 2020, which consists of 1.6 million shares of common stock and 873,853 preferred shares.  During the year ended December 31, 2021, the Company recognized a $1.5 million

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unrealized holding gain due to an observable price change in the equity.   The Company elects to account for the investments under ASC 321 Investments – Equity Securities without Readily Determinable Value.  The investments will be held at cost minus impairment.  This method should be applied until the investment does 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 investment without a readily determinable fair value qualifies to be measured at cost minus impairment.

As of December 31, 2021, we held $100,000 in corporate equity securities which was recorded in other investments on the balance sheet. The equity interest consists of 9,000 shares of stock and was previously carried at cost of $500,000, which approximated fair value at time of purchase.  During the year ended December 31, 2020 the Company re-evaluated the value and recorded an unrealized loss on equity investment.

During the year ended December 31, 2021, the Company entered agreements for a capital commitment of up to $1.3 million in investment funds designed to help accelerate technology adoption at banks.  During the year the Company contributed $163,000 in with recognized losses of $3,000 during the year resulting in an equity interest of $160,000 for the year ended December 31, 2021.

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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, 2021
One Year or LessMore than One Year to Five YearsMore than Five Years to Ten YearsMore than Ten YearsTotal
CarryingWeighted AverageCarryingWeighted AverageCarryingWeighted AverageCarryingWeighted AverageCarryingWeighted Average
(Dollars in thousands)ValueYieldValueYieldValueYieldValueYieldValueYield
Securities available-for-sale:
U.S. Treasury securities$34,9980.023%$-0.000%$-0.000%$-0.000%$34,9980.023%
U.S. Agency collateralized mortgage obligations-0.000%-0.000%-0.000%702.666%702.666%
U.S. Agency residential mortgage-backed securities-0.000%33.322%-0.000%-0.000%33.322%
Municipals-0.000%2562.601%-0.000%-0.000%2562.601%
Total available-for-sale34,9980.023%2592.609%-0.000%702.666%35,3270.047%
Securities held to maturity:
U.S. Agency residential mortgage-backed securities-0.000%-0.000%-0.000%1,2962.520%1,2962.520%
Total held to maturity-0.000%-0.000%-0.000%1,2962.520%1,2962.520%
Total$34,9980.023%$2592.609%$-0.000%$1,3662.527%$36,6230.135%

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Deposits

We offer a variety of deposit products that have a wide range of interest rates and terms, including demand, money market, savings, BaaS-brokered deposits and time accounts as well as reciprocal deposits. Reciprocal 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 existing deposits. Additionally, we offer deposit products through our CCBX segment.  Although the CCBX products are similar to the community bank offerings, the CCBX deposit products allow us to offer a broader range of partner specific products, which are often designed to reach specific under-served or under-banked populations served by our CCBX partners.

Total deposits as of December 31, 2021, were $2.36 billion, an increase of $942.5 million, or 66.3%, compared to $1.42 billion as of December 31, 2020. The overall increase in total deposits was achieved despite a decrease of $25.4 million in deposits compared to December 31, 2020, due to the sale of our Freeland branch. The increase in deposits was largely in core deposits, which increased $921.4 million to $2.25 billion from $1.33 billion at December 31, 2020.   The $921.4 million increase in core deposits is also largely from growth in the CCBX segment, which accounted for $610.3 million of the increase, combined with the initiatives to expand and grow banking relationships with new customers, which accounted for $311.1 million of the increase.  We define core deposits as all deposits except time deposits and brokered deposits. Additionally, as of December 31, 2021 we have access to $252.4 million in CCBX customer deposits that are currently being transferred from the Bank’s balance sheet to other financial institutions on a daily basis.  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.

We focus on growing core deposits and our branch managers, treasury service personnel and lenders work together to grow deposits from existing and new customers.

Included in total deposits is $716.3 million in CCBX deposits, an increase of $647.6 million, or 942.8%, compared to $68.7 million as of December 31, 2020.  CCBX customer deposit relationships include deposits with CCBX end customers, operating and non-operating deposit accounts.  The deposits from our CCBX segment are predominately classified as noninterest bearing, or NOW and money market accounts, but a portion of such CCBX deposits may be classified as brokered deposits as a result of the relevant relationship agreement.  Currently, the majority of CCBX deposits are noninterest bearing, however, as the Federal Reserve Open Market Committee raises interest rates, a majority of these accounts will bear interest and be reclassified to interest bearing deposits once rates exceed the minimum interest rate set in the program agreement and begin to earn interest.

Total noninterest bearing deposits as of December 31, 2021 were $1.36 billion, an increase of $763.6 million, or 128.9%, compared to $592.3 million as of December 31, 2020. The $763.6 million increase is primarily the result of growth in the CCBX segment, which accounted for $606.5 million of the increase, and expanding and growing banking relationships with new customers, which accounted for $157.1 million of the increase, including deposit relationships from PPP loans made to noncustomers, who moved their banking relationship to the Bank.  Noninterest bearing deposits represent 57.4% and 41.7% of total deposits for December 31, 2021 and December 31, 2020, respectively.

Total interest bearing account balances, excluding time deposits, as of December 31, 2021 were $964.4 million, an increase of $195.0 million, or 25.3%, from $769.4 million as of December 31, 2020.  Included in interest bearing account balances is $70.8 million in BaaS-brokered deposits, an increase of $37.3 million from December 31, 2020. Also included in interest bearing deposits is $3.8 million in reciprocal deposits.

Total time deposit balances as of December 31, 2021 were $43.5 million, a decrease of $16.2 million, or 27.1%, from $59.6 million as of December 31, 2020. The decrease is due to the strong increase in core 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, and we have not globally matched their rates in response as we have been able to grow and retain less costly core deposits.

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

As of December 31,
20212020
Percent ofPercent of
(Dollars in thousands)AmountTotal DepositsAmountTotal Deposits
Demand, noninterest bearing$1,355,90857.4%$592,26141.7%
NOW and money market789,70933.4658,32346.3
Savings103,9564.477,6115.4
Total core deposits2,249,57395.21,328,19593.4
BaaS brokered deposits70,7573.033,4822.4
Time deposits less than $100,00014,9610.619,3151.4
Time deposits $100,000 and over28,4961.240,3152.8
Total$2,363,787100.0%$1,421,307100.0%

The following table presents the CCBX deposits which are include in the total deposit portfolio table above:

As of
December 31, 2021December 31, 2020
(Dollars in thousands, unaudited)Balance% to TotalBalance% to Total
Demand, noninterest bearing$636,67588.9%$30,14443.9%
Interest bearing8,8271.25,0627.4
Total core deposits645,50290.135,20651.3
BaaS-brokered deposits70,7569.933,48148.7
Total CCBX deposits$716,258100.0%$68,687100.0%

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, 2021As of December 31, 2020
Maturity Period:
Three months or less$8,106$11,050
Over three through six months6,5207,799
Over six through twelve months8,92513,006
Over twelve months4,9458,460
Total$28,496$40,315

Average deposits for the year ended December 31, 2021, were $1.90 billion, an increase of $662.2 million, or 53.5%, compared $1.24 billion for the year ended December 31, 2020.  The increase in average deposits was primarily due to an increase in core deposits, both in noninterest bearing deposits and in low interest rate interest bearing deposits.  Included in this increase is deposit relationships gained from PPP loans made to noncustomers that moved their banking/deposit relationship to the Bank.  Also included in this increase is growth in CCBX deposits.  We expect deposits to grow with continued growth in our primary market areas, the increase in commercial lending relationships for which we also seek deposit balances and the results of business development efforts by branch managers, treasury service personnel and lenders.

The average rate paid on total interest-bearing deposits was 0.12% for the year ended December 31, 2021, compared to 0.35% for the year ended December 31, 2020. The average rate paid on total interest-bearing deposits was 0.26% for the year ended December 31, 2021, compared to 0.59% for the year ended December 31, 2020. The average rate paid on BaaS-brokered deposits decreased 0.18% for the year ended December 31, 2021, compared to December 31, 2020, and NOW and money market accounts decreased 33 basis points, for the year ended December 31, 2021.  The decrease in average rate paid on deposit accounts for the year ended December 31, 2021, is the result of the decreased Fed funds rates since June 2019 and management lowering rates in response to the decrease; the impact of these rate decreases will continue to be reflected in future periods until market conditions change.  The market is expecting at least one if not two 25 basis point rate changes from the Federal Open Market Committee  (FOMC) in March of

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2022.  A rate change in March would likely reverse our downward trend on deposits costs and result in increased deposit costs. Any 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,
20212020
(Dollars in thousands)Average BalanceAverage RateAverage BalanceAverage Rate
Demand, noninterest bearing$989,9450.00%$513,5500.00%
NOW and money market740,0450.24559,5820.57
Savings93,4090.0368,1720.05
BaaS brokered deposits26,0200.3521,8080.53
Time deposits less than $100,00016,8381.0619,9751.07
Time deposits $100,000 and over33,7940.7154,7421.38
Total deposits$1,900,0510.12%$1,237,8290.35%

The ratio of average noninterest-bearing deposits to average total deposits for the years ended December 31, 2021 and 2020, was 52.1% and 41.5%, 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 0.36% and 0.64% for the years ended December 31, 2021 and 2020, respectively. The decrease in our cost of deposits in 2021 was primarily due to rate decreases from the Federal Reserve since June 2019 and the subsequent lowering of rates by management in response to the decrease and overall market conditions.  We actively manage our interest rates on deposits, however, rate changes from the Federal Reserve and competition can impact our deposit costs.  The Federal Reserve has indicated that it is considering increasing rates in 2022.

Uninsured Deposits

The FDIC insures our deposits up to $250,000 per depositor, per insured bank for each account ownership category.  Deposits that exceed insurance limits are uninsured. At December 31, 2021, deposits totaled $2.36 billion, of which total estimated uninsured deposits were $823.5 million. At December 31, 2020, deposits totaled $1.42 billion, of which total estimated uninsured deposits were $618.4 million.

The table below shows the estimated uninsured time deposits, by account, for the maturity periods indicated:

(Dollars in thousands)As of December 31, 2021
Maturity Period:
Three months or less$1,463
Over three through six months558
Over six through twelve months539
Over twelve months1,841
Total$4,401

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, 2021, and December

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31, 2020, total borrowing capacity of $21.9 million and $21.3 million, respectively, was available under this arrangement.  As of December 31, 2021, and December 31, 2020, Federal Reserve borrowings against our line of credit totaled zero.

Paycheck Protection Program Liquidity Facility. To bolster the effectiveness of the SBA’s PPP loan program, the Federal Reserve supplied liquidity to participating financial institutions through term financing backed by PPP loans to small businesses. The PPP provided loans to small businesses so that they can keep their employees on the payroll and pay for other allowed expenses. If the borrowers meet certain criteria, the loan may be forgiven.  The PPPLF extended credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. The interest rate was 0.35% and as PPP loans were paid down, the borrowing line also had to be paid down.  The borrowing was paid in full in June 2021 and as of December 31, 2021, no PPPLF advances were outstanding, compared to $153.7 million as of December 31, 2020.  PPPLF advances were a new borrowing arrangement beginning in 2020 that had favorable capital treatment and was specific to the PPP loan program.  The last day to take new advances on the PPPLF was July 31, 2021.

The table below provides details on PPPLF borrowings for the periods indicated:

Year Ended December 31,
(Dollars in thousands)20212020
Maximum amount outstanding at any month-end during period:
PPPLF Advances$185,894$202,595
Average outstanding balance during period:
PPPLF Advances$68,699$124,068
Weighted average interest rate during period:
PPPLF Advances0.35%0.35%
Balance outstanding at end of period:
PPPLF Advances$-$153,716
Weighted average interest rate at end of period:
PPPLF Advances0.00%0.35%

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, 2021 and 2020, total borrowing capacity of $101.3 million and $90.7 million, respectively, was available under this arrangement. As of December 31, 2021, we borrowed a total of $25.0 million in FHLB medium term advances.  This includes a $10.0 million advance that matures in March 2023 and a $15.0 million advance that matures in March 2025. FHLB advances totaled $25.0 million as of December 31, 2021.   Although there are no immediate plans to borrow additional funds, additional borrowing capacity of $76.3 million was available under this arrangement as of December 31, 2021.

The following table presents details on FHLB short term borrowings for the periods indicated:

As of and For the Years Ended December 31,
(Dollars in thousands)20212020
Maximum amount outstanding at any month-end during period:
FHLB Advances$100$2,260
Average outstanding balance during period:
FHLB Advances$-$67
Weighted average interest rate during period:
FHLB Advances0.25%1.84%
Balance outstanding at end of period:
FHLB Advances$-$-
Weighted average interest rate at end of period:
FHLB Advances0.00%0.00%

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The following table presents details on FHLB medium term borrowings for the periods indicated:

Year Ended December 31,
(Dollars in thousands)20212020
Maximum amount outstanding at any month-end during period:
FHLB Advances$24,999$24,999
Average outstanding balance during period:
FHLB Advances$24,999$20,669
Weighted average interest rate during period:
FHLB Advances1.13%1.13%
Balance outstanding at end of period:
FHLB Advances$24,999$24,999
Weighted average interest rate at end of period:
FHLB Advances1.13%1.13%

Junior Subordinated Debentures. In 2004, we issued $3.6 million in junior subordinated debentures to Coastal (WA) Statutory 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. The debentures bear interest at a rate per annum equal to the 3-month LIBOR plus 2.10%. The effective rate as of December 31, 2021 and 2020, was 2.30% and 2.32%, 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’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. 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 Securities 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. In August 2021, the Company issued a subordinated note in the amount of $25.0 million.  The note matures on September 1, 2031, and bears interest at the rate of 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 five-year 3.375% interest period ends on September 1, 2026.  We may redeem the subordinated note, in whole or in part, without premium or penalty, in principal redemption multiples of $1,000, after 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 during the year ended December 31, 2021.

Equity Offering

During the quarter ended December 31, 2021, the Company completed a public offering of 851,853 shares of its common stock at a price to the public of $40.50 per share.  Gross proceeds from the offering of $34.5 million, before deducting underwriting discounts and offering expenses, will be used for general corporate purposes, including, without limitation, to support investment opportunities and the Bank’s growth.  A total of $15.0 million of those proceeds was contributed to the Bank, and the balance of the amount was retained in cash at the Company level.

Liquidity and Capital Resources

Liquidity Management

Liquidity refers to our capacity to meet our cash obligations 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. Relationships with CCBX partners could impact liquidity risk.  The loss of partners could put pressure on liquidity, requiring the Company to pay higher funding rates, which would also impact net income. 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.

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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. 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.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. 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 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 an ICS account, and the issuance of debt or equity securities. During the quarter ended September 30, 2021, the Company entered into a subordinated note purchase agreement pursuant to which we issued and sold $25.0 million in subordinated notes.  The proceeds were used to repay existing higher rate debt, with the balance of the net proceeds retained for general corporate purposes.  During the quarter ended December 31, 2021, the Company completed a public offering of 851,853 shares of its common stock at a price to the public of $40.50 per share.  Gross proceeds from the offering of $34.5 million, before deducting underwriting discounts and offering expenses, will be used for general corporate purposes, including, without limitation, to support investment opportunities and the Bank’s growth.  A total of $15.0 million of those proceeds were contributed to the Bank in 2021, and the balance of the amount was retained in cash at the Company level.  Additionally, as of December 31, 2021 we have access to $252.4 million in CCBX customer deposits that are currently being transferred off the Bank’s balance sheet to other financial institutions on a daily basis.  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.  We also added a new liquidity source, which provides an overnight, one-way purchase of funds that would be classified as brokered deposits, but do not anticipate using it very often.  We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary and are closely monitoring liquidity in this uncertain economic environment.

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 costs for the next few years. The Company down-streamed $26.5 million of capital during the year ended December 31, 2021, bringing the Company’s cash holding to $24.3 million at December 31, 2021.  The Company uses approximately $1.3 million for debt servicing and operating purposes each year, leaving about $19.9 million for other purposes after deducting $2.6 million to cover operating purposes for the next two years, and $1.8 million for possible future investments.  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. See “Item 1. Business—Regulation and Supervision—Bank Holding Company Regulation—Dividends” for additional discussion about these limitations.  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 targets a liquidity ratio of 5% or greater of assets. Both of these minimum liquidity levels are on-balance sheet sources. Per policy and the Bank’s liquidity contingency plan, in event of a liquidity emergency the Bank can utilize wholesale funds in an amount up to 30% of assets. PPPLF borrowings are not considered wholesale funds for the purpose of calculating the 30% of assets limit. Since the Bank uses only a small portion of its borrowing 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

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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 level. The Company will become subject to regulatory capital requirements once its consolidated assets exceed a certain threshold. Currently, the Company operates under the Federal Reserve’s Small Bank Holding Company Policy Statement,” which creates an exception to the application of consolidated capital requirements for certain bank holding companies with less than $3 billion of consolidated assets. See “Item 1.  Business—Regulation and Supervision—Bank Regulation and Supervision—Capital Adequacy” for additional discussion regarding the regulatory capital requirements applicable to the Bank.

As of  December 31, 2021, and 2020, the Bank was 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 will monitor our capital needs and manage our growth in order to remain in compliance with all regulatory capital standards applicable to us.

Under the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“U.S. Basel III rules”), the Bank must maintain a capital conservation buffer of common equity Tier 1 capital of 2.50% above the minimum risk-based capital ratios.  The Company and the Bank exceed all capital adequacy requirements to which they are subject, including the U.S. Basel III rules, as of December 31, 2021.

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The following table presents the Company’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:

ActualMinimum Required for Capital Adequacy Purposes (1)Required to be Well Capitalized Under the Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
(dollars in thousands)
December 31, 2021
Leverage Capital (to average assets)
Company$204,5858.07%$101,4604.00%$126,8265.00%
Bank Only201,7837.96%101,3504.00%126,6875.00%
Common Equity Tier 1 risk-based capital ratio (to risk-weighted assets)
Company201,08511.06%81,8344.50%118,2056.50%
Bank Only201,78311.12%81,6234.50%117,9006.50%
Tier 1 Capital (to risk-weighted assets)
Company204,58511.25%109,1126.00%145,4838.00%
Bank Only201,78311.12%108,8306.00%145,1078.00%
Total Capital (to risk-weighted assets)
Company252,40513.88%145,4838.00%181,85410.00%
Bank Only224,54512.38%145,1078.00%181,38410.00%
December 31, 2020
Leverage Capital (to average assets)
Company$143,5329.05%$63,4544.00%$79,3185.00%
Bank Only147,2629.29%63,4214.00%79,2765.00%
Common Equity Tier 1 risk-based capital ratio (to risk-weighted assets)
Company140,03211.27%55,9354.50%80,7956.50%
Bank Only147,26211.86%55,8794.50%80,7136.50%
Tier 1 Capital (to risk-weighted assets)
Company143,53211.55%74,5806.00%99,4408.00%
Bank Only147,26211.86%74,5056.00%99,3408.00%
Total Capital (to risk-weighted assets)
Company169,12313.61%99,4408.00%124,30010.00%
Bank Only162,83713.11%99,3408.00%124,17510.00%
(1) Presents the minimum capital adequacy requirements that apply to the Bank (excluding the capital conservation buffer) and that would apply to the Company if it were not eligible to operate under the Small Bank Holding Company Policy Statement.

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Material Cash Requirements and Capital Resources

The following table provides the material cash requirements from known contractual and other obligations as of December 31, 2021:

Less thanOver
(Dollars in thousands)Total1 Year1 yearOther (1)
Cash requirements
Time Deposits$43,457$33,985$9,472$-
FHLB advances24,999-24,999-
Subordinated note25,000-25,000-
Junior subordinated debentures3,609-3,609-
Deferred compensation plans1,110175935-
Operating leases7,3381,2806,058-
Non-maturity deposits2,320,330--2,320,330
Unfunded commitments - loans and letters of credit912,602912,602--
Equity investment commitment1,0901,090--
(1) Represents the undefined maturity of 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 maintain sufficient cash and cash equivalents and investment securities to meet short-term cash requirements and the levels of these assets are dependent on our operating, investing and financing activities during any given period. 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 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 an ICS account, and 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, 2021, we held $202.9 million in capital call lines, included in commercial and industrial loans, 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.

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As of December 31, 2021, we had $909.6 million in commitments to extend credit, compared to $318.0 million as of December 31, 2020.  The $591.6 million increase is largely attributed to growth in our CCBX segment, due to the addition of new partners, resulting in an increase of $521.5 million in commitments to extend credit on CCBX loans.  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:

As of December 31,
(Dollars in thousands)20212020
Commitments to extend credit:
Commercial and industrial loans - capital call lines$415,956$128,208
Commercial and industrial loans - other70,84861,676
Construction – commercial real estate loans90,94669,866
Construction – residential real estate loans43,33918,489
Commercial real estate loans23,24820,482
Residential real estate loans101,71518,128
Other163,5101,101
Total commitments to extend credit$909,562$317,950
Standby letters of credit$3,040$2,754
Equity investment commitment$1,090$-

Commitments to extend credit on CCBX loans are included in the table above and are summarized below:

As of December 31,
20212020
(dollars in thousands)
Commitments to extend credit:
Commercial and industrial loans$415,956$128,208
Construction - commercial real estate loans--
Construction - residential real estate loans--
Commercial real estate loans--
Residential real estate loans71,453-
Other162,266-
Total commitments to extend credit$649,675$128,208

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.

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 expected through profitability, repayments from loans and securities, deposit gathering activity, access to borrowing sources and periodic loan sales.

CCBX – BaaS Reporting Information

Beginning with and during the year ended December 31, 2021, $9.1 million was recorded in BaaS fees - credit enhancements related to the provision for loan losses and reserve for unfunded commitments for CCBX partner loans.  Agreements with our CCBX partners provide for a credit enhancement which protects the Bank by absorbing incurred losses.  In accordance with accounting

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guidance, we estimate and record a provision for probable losses for these CCBX loans.  When the provision for loan losses and provision for unfunded commitments is recorded, a recovery receivable is also recorded on the balance sheet through noninterest income (BaaS fees -credit enhancement).  Incurred losses are recorded in the allowance for loan losses, and as the credit enhancement recoveries are received from the CCBX partner, the recovery receivable is relieved.  Agreements with our CCBX partners also provide protection to the Bank from fraud by absorbing incurred fraud losses.  Fraud losses 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.  Although many agreements with our CCBX partners provide for credit enhancements that provide protection to the Bank from credit and fraud losses by absorbing incurred credit and fraud losses, if our partner is unable to fulfill their contracted obligations then the bank would be exposed to additional loan losses, as a result of this counterparty risk.

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 enhancement and servicing CCBX loans. To determine net revenue (Net BaaS loan  income) earned from CCBX loan relationships, one 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.

The following table illustrates how CCBX partner loan income and expenses are recorded in the financial statements:

Loan income and related loan expenseYear Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
BaaS loan interest income$6,532$731$5,801
Less: BaaS loan expense2,9762942,682
Net BaaS loan income3,5564373,119

The addition of new CCBX partners resulted in increases in direct fees, expenses and interest for the year ended December 31, 2021 compared to December 31, 2020.  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
December 31,Increase
(Dollars in thousands)20212020(Decrease)
Loan interest income$6,532$731$5,801
Total BaaS interest income$6,532$731$5,801
Interest expenseYear Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
BaaS interest expense$99$178$(79)
Total BaaS interest expense$99$178$(79)
Noninterest incomeYear Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
Program income:
Servicing and other BaaS fees$5,011$1,758$3,253
Interchange70114687
Total program income5,7121,7723,940
Reimbursements and guarantees:
Credit enhancement recovery9,086-9,086
Fraud recovery1,505-1,505
Reimbursement of expenses1,004593411
Total reimbursements and guarantees11,59559311,002
Total BaaS fees$17,307$2,365$14,942

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Noninterest expenseYear Ended
December 31,Increase
(Dollars in thousands)20212020(Decrease)
BaaS loan expense$2,976$294$2,682
BaaS fraud expense1,505-1,505
Total BaaS expense$4,481$294$4,187

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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 financial measures are presented to illustrate and identify the impact of PPP loans on loans receivable related measures.  By removing these significant items and showing what the results would have been without them, we are providing investors with the information to better compare results with periods that did not have these significant items.  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. These measures include the following:

“Adjusted allowance for loan losses to loans receivable” is a non-GAAP measure that excludes the impact of PPP loans on balance sheet. The most directly comparable GAAP measure is allowance for loan losses to loans receivable.

Reconciliations of the GAAP and non-GAAP measures are presented in the following table.

Year Ended
(Dollars in thousands, unaudited)December 31, 2021December 31, 2020
Adjusted allowance for loan losses to loans receivable:
Total loans, net of deferred fees$1,742,735$1,547,138
Less: PPP loans(111,813)(365,842)
Less: net deferred fees on PPP loans3,6335,803
Adjusted loans, net of deferred fees$1,634,555$1,187,099
Allowance for loan losses$(28,632)$(19,262)
Allowance for loan losses to loans receivable1.64%1.25%
Adjusted allowance for loan losses to loans receivable1.75%1.62%