ck1437958-10q_20210630.htm

452.9 No

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2021

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

For the transition period from ______________ to _____________

Commission file number: 001-38589

COASTAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Washington	56-2392007
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5415 Evergreen Way, Everett, Washington	98203
(Address of principal executive offices)	(Zip Code)

(425) 257-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company.” See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

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

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

As of August 3, 2021, there were 12,009,899 shares of the issuer’s common stock outstanding.

COASTAL FINANCIAL CORPORATION

Table of Contents

		Page No.
Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4

	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited)	4

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	6

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69

Item 4.	Controls and Procedures	70

Part II. Other Information

Item 1.	Legal Proceedings	72

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72

Item 3.	Defaults Upon Senior Securities	72

Item 4.	Mine Safety Disclosures	72

Item 5.	Other Information	72

Item 6.	Exhibits	72

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. All forward-looking statements, expressed or implied, included herewith are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The inclusion of forward-looking information in this report should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Factors that may affect our results are disclosed in “Item 1A. Risk Factors” in Part II of this report and in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 (“Form 10-K”). Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed include, but are not limited to, the following: the difficult market conditions and unfavorable economic conditions and uncertainties associated with the COVID-19 pandemic, including the emergence of variant strains of the virus, particularly in the markets in which we operate and in which our loans are concentrated, including declines in housing markets, an increase in unemployment levels and slowdowns in economic growth; our expected future financial results; the overall health of the local and national real estate market; the credit risk associated with our loan portfolio, such as possible additional loan losses and impairment of collectability of loans as a result of the COVID-19 pandemic and policies and programs implemented by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), including its automatic loan forbearance provisions and the effects on our loan portfolio from our Paycheck Protection Program (“PPP”) lending activities, specifically with our commercial real estate loans; our level of nonperforming assets and the costs associated with resolving problem loans; business and economic conditions generally and in the financial services industry, nationally and within our market area; our ability to maintain an adequate level of allowance for loan losses; our ability to successfully manage liquidity risk; our ability to implement our growth strategy and manage costs effectively; the composition of our senior leadership team and our ability to attract and retain key personnel; our ability to raise additional capital to implement our business plan; changes in market interest rates and impacts of such changes on our profits and business; the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents; interruptions involving our information technology and telecommunications systems or third-party servicers; our ability to maintain our reputation; increased competition in the financial services industry; regulatory guidance on commercial lending concentrations; our relationship with broker-dealers and digital financial service providers; the effectiveness of our risk management framework; the costs and obligations associated with being a publicly traded company; the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject; the extensive regulatory framework that applies to us; the impact of recent and future legislative and regulatory changes and economic stimulus programs; and other changes in banking, securities and tax laws and regulations, and their application by our regulators; the impact on our operations due to epidemic illnesses, natural or man-made disasters, such as wildfires, the effects of regional or national civil unrest, and political developments that may disrupt or increase volatility in securities or otherwise affect economic conditions; the impact of benchmark interest rate reform in the U.S. and implementation of alternative reference rates, such as the Secured Overnight Financing Rate, to the London Interbank Offered Rate (“LIBOR”); fluctuations in the value of the securities held in our securities portfolio; governmental monetary and fiscal policies; material weaknesses in our internal control over financial reporting; and our success at managing the risks involved in the foregoing items.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the COVID-19 pandemic, including the emergence of variant strains of the virus, the pace at which the COVID-19 vaccine can be distributed and administered to residents of the markets the Company serves and the United States generally, and the impact of varying governmental responses that affect our customers and the economies where they operate. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollars in thousands)

ASSETS
	June 30,			December 31,
	2021			2020
Cash and due from banks	$	31,473		$	18,965
Interest earning deposits with other banks (restricted cash of $0 at June 30, 2021 and December 31, 2020)		251,416			144,152
Investment securities, available for sale, at fair value		25,341			20,399
Investment securities, held to maturity, at amortized cost		2,101			2,848
Other investments		6,839			6,059
Loans receivable		1,658,149			1,547,138
Allowance for loan losses		(19,966	)		(19,262	)
Total loans receivable, net		1,638,183			1,527,876
Premises and equipment, net		17,207			17,108
Operating lease right-of-use assets		6,637			7,120
Accrued interest receivable		8,108			8,616
Bank-owned life insurance, net		12,056			7,082
Deferred tax asset, net		3,808			3,799
Other assets		3,969			2,098
Total assets	$	2,007,138		$	1,766,122

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits	$	1,801,678		$	1,421,307
Federal Home Loan Bank ("FHLB") advances		24,999			24,999
Paycheck Protection Program Liquidity Facility		-			153,716
Subordinated debt
Principal amount $10,000 (less unamortized debt issuance costs of $0 and $7 at June 30, 2021 and December 31, 2020, respectively)		10,000			9,993
Junior subordinated debentures
Principal amount $3,609 (less unamortized debt issuance costs of $24 and $25 at June 30, 2021 and December 31, 2020, respectively)		3,585			3,584
Deferred compensation		803			863
Accrued interest payable		179			531
Operating lease liabilities		6,845			7,323
Other liabilities		4,949			3,589
Total liabilities		1,853,038			1,625,905
SHAREHOLDERS’ EQUITY
Preferred stock, no par value:
Authorized: 25,000,000 shares at June 30, 2021 and December 31, 2020; issued and outstanding: zero shares at June 30, 2021 and December 31, 2020		-			-
Common stock, no par value:
Authorized: 300,000,000 shares at June 30, 2021 and December 31, 2020; 12,007,669 shares at June 30, 2021 issued and outstanding and 11,954,327 shares at December 31, 2020 issued and outstanding		88,699			87,815
Retained earnings		65,399			52,368
Accumulated other comprehensive income, net of tax		2			34
Total shareholders’ equity		154,100			140,217
Total liabilities and shareholders’ equity	$	2,007,138		$	1,766,122

See accompanying Notes to Condensed Consolidated Financial Statements.

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(dollars in thousands, except for per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	19,365	$	15,154	$	37,595	$	27,781
Interest on interest earning deposits with other banks		74		130		144		488
Interest on investment securities		24		53		52		172
Dividends on other investments		108		89		138		105
Total interest income		19,571		15,426		37,929		28,546
INTEREST EXPENSE
Interest on deposits		628		1,096		1,288		2,650
Interest on borrowed funds		331		337		714		539
Total interest expense		959		1,433		2,002		3,189
Net interest income		18,612		13,993		35,927		25,357
PROVISION FOR LOAN LOSSES		361		1,930		718		3,508
Net interest income after provision for loan losses		18,251		12,063		35,209		21,849
NONINTEREST INCOME
Deposit service charges and fees		949		677		1,812		1,400
BaaS fees		1,424		475		2,372		1,054
Loan referral fees		806		70		1,403		1,123
Mortgage broker fees		253		152		515		314
Sublease and lease income		31		31		63		61
Gain on sales of loans, net		31		-		161		-
Gain on sale of branch, net		1,263		-		1,263		-
Other income		25		115		177		239
Total noninterest income		4,782		1,520		7,766		4,191
NONINTEREST EXPENSE
Salaries and employee benefits		8,913		5,215		16,599		10,898
Occupancy		990		933		2,048		1,860
Data processing		734		621		1,431		1,172
Software licenses, maintenance and subscriptions		543		311		1,027		582
Director and staff expenses		318		187		538		457
Excise taxes		388		262		747		465
Marketing		132		116		214		228
Legal and professional fees		626		474		1,386		797
Federal Deposit Insurance Corporation ("FDIC") assessments		225		74		420		144
Business development		100		48		199		173
Other expense		762		704		1,474		1,188
Total noninterest expense		13,731		8,945		26,083		17,964
Income before provision for income taxes		9,302		4,638		16,892		8,076
PROVISION FOR INCOME TAXES		2,289		967		3,861		1,681
NET INCOME	$	7,013	$	3,671	$	13,031	$	6,395
Basic earnings per common share	$	0.59	$	0.31	$	1.09	$	0.54
Diluted earnings per common share	$	0.56	$	0.30	$	1.05	$	0.52
Weighted average number of common shares outstanding:
Basic		11,984,927		11,917,394		11,972,916		11,913,321
Diluted		12,459,467		12,190,284		12,423,659		12,185,154

See accompanying Notes to Condensed Consolidated Financial Statements.

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
NET INCOME	$	7,013		$	3,671		$	13,031		$	6,395
OTHER COMPREHENSIVE INCOME, before tax
Securities available-for-sale
Unrealized holding (loss) gain during the period		(28	)		(4	)		(41	)		105
Income tax benefit (expense) related to unrealized holding (loss) gain		6			1			9			(22	)
OTHER COMPREHENSIVE (LOSS) INCOME, net of tax		(22	)		(3	)		(32	)		83
COMPREHENSIVE INCOME	$	6,991		$	3,668		$	12,999		$	6,478

See accompanying Notes to Condensed Consolidated Financial Statements.

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(dollars in thousands)

	Shares of Common Stock			Amount of Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total

BALANCE, March 31, 2020		11,929,413		$	87,166	$	39,946	$	54		$	127,166
Net income		-			-		3,671		-			3,671
Issuance of restricted stock awards		—			-		-		-			-
Forfeiture of restricted stock awards		(3,500	)		-		-		-			-
Exercise of stock options		350			2		-		-			2
Stock-based compensation		-			141		-		-			141
Other comprehensive loss, net of tax		-			-		-		(3	)		(3	)
BALANCE, June 30, 2020		11,926,263		$	87,309	$	43,617	$	51		$	130,977

BALANCE, December 31, 2019		11,913,885		$	86,983	$	37,222	$	(32	)	$	124,173
Net income		-			-		6,395		-			6,395
Issuance of restricted stock awards		6,248			-		-		-			-
Forfeiture of restricted stock awards		(3,500	)		-		-		-			-
Exercise of stock options		9,630			56		-		-			56
Stock-based compensation		-			270		-		-			270
Other comprehensive income, net of tax		-			-		-		83			83
BALANCE, June 30, 2020		11,926,263		$	87,309	$	43,617	$	51		$	130,977

BALANCE, March 31, 2021		11,988,636		$	88,329	$	58,386	$	24		$	146,739
Net income		-			-		7,013		-			7,013
Issuance of restricted stock awards		4,736			-		-		-			-
Vesting of restricted stock units		425			-		-		-			-
Exercise of stock options		13,872			99		-		-			99
Stock-based compensation		-			271		-		-			271
Other comprehensive loss, net of tax		-			-		-		(22	)		(22	)
BALANCE, June 30, 2021		12,007,669		$	88,699	$	65,399	$	2		$	154,100

BALANCE, December 31, 2020		11,954,327		$	87,815	$	52,368	$	34		$	140,217
Net income		-			-		13,031		-			13,031
Issuance of restricted stock awards		10,714			-		-		-			-
Vesting of restricted stock units		7,851			-		-		-			-
Exercise of stock options		34,777			250		-		-			250
Stock-based compensation		-			634		-		-			634
Other comprehensive loss, net of tax		-			-		-		(32	)		(32	)
BALANCE, June 30, 2021		12,007,669		$	88,699	$	65,399	$	2		$	154,100

See accompanying Notes to Condensed Consolidated Financial Statements.

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

	Six months ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	13,031		$	6,395
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		718			3,508
Depreciation and amortization		802			620
(Gain) loss on disposition of fixed assets		-			12
Decrease in operating lease right-of-use assets		524			842
Decrease in operating lease liabilities		(519	)		(846	)
Gain on sales of loans		(161	)		-
Net premium amortization (discount accretion) on investment securities		19			19
Stock-based compensation		634			270
Gain on sale of branch		(1,263	)		-
Increase in bank-owned life insurance value		(4,974	)		(99	)
Deferred tax benefit		-			-
Net change in other assets and liabilities		(407	)		(2,720	)
Net cash provided by operating activities		8,404			8,001
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in interest earning deposits with other banks		(107,264	)		(63,762	)
Purchase of investment securities available for sale		(19,998	)		(14,989	)
Change in other investments, net		(780	)		(1,446	)
Principal paydowns of investment securities available-for-sale		18			16
Principal paydowns of investment securities held-to-maturity		725			451
Maturities and calls of investment securities available-for-sale		15,000			23,000
Proceeds from sale of loans		2,415			-
Increase in loans receivable, net		(115,204	)		(508,172	)
Net cash transfer for branch sale		(19,980	)		-
Purchases of premises and equipment, net		(1,796	)		(4,192	)
Net cash used by investing activities		(246,864	)		(569,094	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW and money market, and savings		411,958			352,642
Net decrease in time deposits		(7,524	)		(14,174	)
Net repayments from short term FHLB borrowing		-			(10,000	)
Net advances from long term FHLB borrowing		-			24,999
Net (repayments) advances from Paycheck Protection Program Liquidity Facility		(153,716	)		190,156
Proceeds from exercise of stock options		250			56
Net cash provided by financing activities		250,968			543,679
NET CHANGE IN CASH, DUE FROM BANKS AND RESTRICTED CASH		12,508			(17,414	)
CASH, DUE FROM BANKS AND RESTRICTED CASH, beginning of year		18,965			43,910
CASH, DUE FROM BANKS AND RESTRICTED CASH, end of quarter	$	31,473		$	26,496
SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES
Interest paid	$	2,354		$	3,185
Income taxes paid		4,269			1,815
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
Fair value adjustment of securities available-for-sale, gross	$	(41	)	$	105
In conjunction with ASU 2016-02 as detailed in Note 6 to the Unaudited Consolidated Financial Statements, the following assets and liabilities were recognized:
Operating lease right-of-use assets	$	41		$	-
Operating lease liabilities	$	(41	)	$	-

See accompanying Notes to Condensed Consolidated Financial Statements.

COASTAL FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Nature of operations - Coastal Financial Corporation (“Corporation” or “Company”) is a registered bank holding company whose wholly owned subsidiaries are Coastal Community Bank (“Bank”) and Arlington Olympic LLC (“LLC”). The Company is a Washington state corporation that was organized in 2003. The Bank was incorporated and commenced operations in 1997 and is a Washington state-chartered commercial bank that is a member bank of the Federal Reserve system. Arlington Olympic LLC was formed in 2019 and owns the Company’s Arlington branch site, which the Bank leases from the LLC.

The Company provides a full range of banking products and services to small and medium-sized businesses, professionals, and individuals throughout the greater Puget Sound area through its branches in Snohomish, Island, and King Counties, the Internet, and its mobile banking application. The Company previously announced the sale of its Freeland Branch, which was effective April 30, 2021, which brought the total branch locations to 14. The Bank’s main office and the headquarters of the Bank and Company are located in Everett, Washington. The Bank’s deposits are insured to applicable legal limits by the Federal Deposit Insurance Corporation (the “FDIC”). The Bank’s loans and deposits are primarily within the greater Puget Sound area, and the Bank’s primary funding source is deposits from customers. The CCBX division provides banking as a service (“BaaS”) that allows our broker-dealer and digital financial service partners to offer their customers banking services. In addition, the Bank expects to introduce a digital bank offering, through our CCDB division, in collaboration with Google. The Bank is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the Washington State Department of Financial Institutions Division of Banks. The Federal Reserve also has regulatory and supervisory authority over the Company.

As previously announced, effective at the close of business on April 30, 2021, the Freeland branch was sold to a third party financial institution that acquired certain branch assets and assumed certain branch liabilities including deposits. The assets and liabilities of the Freeland branch that were sold in this transaction primarily consisted of $24.1 million in deposits, and included $1.9 million in loans, $900,000 for the branch building and $100,000 in cash and cash equivalents. The transaction resulted in a net cash payment to the third party financial institution of $20.0 million, and a gain on sale of $1.3 million as a component of other noninterest income in the condensed consolidated statements of income.

Financial statement presentation - The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim reporting requirements and with instructions to Form 10-Q and Article 10 of Regulation S-X, and therefore do not include all the information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2021. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for future periods.

Amounts presented in the consolidated financial statements and footnote tables are rounded and presented in thousands of dollars except per-share amounts, which are presented in dollars. In the narrative footnote discussion, amounts are rounded to thousands and presented in dollars.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying consolidated financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation.

Principles of consolidation - The consolidated financial statements include the accounts of the Company, the Bank and the LLC. All significant intercompany accounts have been eliminated in consolidation.

Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that its critical accounting policies include determining the allowance for loan losses, the valuation of the Company’s deferred tax assets, and fair value of financial instruments. Actual results could differ significantly from those estimates.

Subsequent Events - The Company has evaluated events and transactions subsequent to June 30, 2021 for potential recognition or disclosure. To the extent any events and conditions exist, disclosures are made regarding the nature of events and the estimated

financial effects for those events and conditions. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements.

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

Note 2 - Recent accounting standards

Recent Accounting Guidance

Under Accounting Standards Codification (“ASC”) Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, a restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The CARES Act, as amended by the Consolidated Appropriations Act, 2021, specified that, to be eligible not to be considered a TDR, a loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the federal national emergency or (B) January 1, 2022. Additionally, under guidance from the federal bank regulatory agencies, including the Federal Reserve and the FDIC, other short-term modifications made on a good faith basis in response to COVID-19 to borrowers that were current prior to any relief are not TDRs under ASC Subtopic 310-40. These modifications include short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. The federal banking agencies confirmed with the staff of the Financial Accounting Standards Board (“FASB”) that such short-term modifications not to be considered TDRs. See Note 4 of the Condensed Consolidated Financial Statements of this Report for disclosure of the impact to date.

Recent Accounting Guidance Not Yet Effective

In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendment is effective for annual periods beginning after December 15, 2019 and interim period within those annual periods. The Company’s implementation of ASU 2016-13 will be effective January 1, 2023. The Company is actively assessing the data and the model needs and is evaluating the impact of adopting the amendment. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period, January 2023, in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

Note 3 - Investment Securities

The amortized cost and fair values of investment securities at the date indicated are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(dollars in thousands)
June 30, 2021
Available-for-sale
U.S. Treasury securities	$	24,999	$	5	$	(12	)	$	24,992
U.S. Agency collateralized mortgage obligations		80		3		-			83
U.S. Agency residential mortgage-backed securities		7		-		-			7
Municipal bonds		253		6		-			259
Total available-for-sale securities		25,339		14		(12	)		25,341
Held-to-maturity
U.S. Agency residential mortgage-backed securities		2,101		78		-			2,179
Total investment securities	$	27,440	$	92	$	(12	)	$	27,520

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
December 31, 2020
Available-for-sale
U.S. Treasury securities	$	19,997	$	31	$	-	$	20,028
U.S. Agency collateralized mortgage obligations		96		4		-		100
U.S. Agency residential mortgage-backed securities		10		-		-		10
Municipal bonds		254		7		-		261
Total available-for-sale securities		20,357		42		-		20,399
Held-to-maturity
U.S. Agency residential mortgage-backed securities		2,848		109		-		2,957
Total investment securities	$	23,205	$	151	$	-	$	23,356

The amortized cost and fair value of debt securities at June 30, 2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers or the underlying borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are shown separately, since they are not due at a single maturity date.

	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(dollars in thousands)
June 30, 2021
Amounts maturing in
One year or less	$	24,999	$	24,992	$	-	$	-
After one year through five years		253		259		-		-
		25,252		25,251		-		-
U.S. Agency residential mortgage-backed securities and collateralized mortgage obligations		87		90		2,101		2,179
	$	25,339	$	25,341	$	2,101	$	2,179

Investment securities with an amortized cost of $27.3 million and $22.0 million at June 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits and for other purposes as required or permitted by law. During the quarter ended June 30, 2021, one U.S. Treasury Bill was purchased for $5.0 million, to pledge as security for public funds. During the six months

ended June 30, 2021, a total of four U.S. Treasury Bills were purchased for a total of $20.0 million, to replace maturing securities and to pledge as security for public funds.

There were no sales of securities during the three or six months ended June 30, 2021 or 2020.

There were four securities with an unrealized loss as of June 30, 2021. There were no gross unrealized losses or securities in an unrealized loss position as of December 31, 2020. The following table shows the investments’ gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	Less Than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(dollars in thousands)
June 30, 2021
Available-for-sale
U.S. Treasury securities	$	19,988	$	12	$	-	$	-	$	19,988	$	12
Total investment securities	$	19,988	$	12	$	-	$	-	$	19,988	$	12

Management has evaluated the above securities and does not believe that any individual unrealized loss as of June 30, 2021, represents an other-than-temporary impairment (“OTTI”). The decline in fair market value of these securities was generally due to changes in market interest rates since purchase and was not related to any known decline in the credit worthiness of the issuer. Management does not intend to sell any impaired securities nor does evidence suggest that it is more likely than not that management will be required to sell any impaired securities. Management believes there is a high probability of collecting all contractual amounts due, because the majority of the securities in the portfolio are backed by government agencies or government sponsored enterprises. However, a recovery in value may not occur for some time, if at all, and may be delayed for greater than the one year time horizon or perhaps even until maturity.

Note 4 - Loans and Allowance for Loan Losses

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

	June 30,			December 31,
	2021			2020

Commercial and industrial loans	$	599,718		$	539,200
Real estate loans:
Construction, land, and land development		116,733			94,423
Residential real estate		143,574			143,869
Commercial real estate		807,711			774,925
Consumer and other loans		7,161			3,916
Gross loans receivable		1,674,897			1,556,333
Net deferred origination fees and premiums		(16,748	)		(9,195	)
Loans receivable	$	1,658,149		$	1,547,138

Included in commercial and industrial loans are Paycheck Protection Program (“PPP”) loans of $398.0 million at June 30, 2021 and $365.8 million at December 31, 2020. PPP loans are 100% guaranteed by the Small Business Administration (“SBA”). PPP loans had net deferred origination fees and premiums of $12.4 million as of June 30, 2021, largely contributing to the increase in net deferred origination fees and premiums, compared to December 31, 2020. Also included in commercial and industrial loans as of June 30, 2021 and December 31, 2020, is $98.9 million and $65.6 million, respectively in capital call lines, provided to venture capital firms through one of our BaaS clients. These loans are secured by the capital call rights and are individually underwritten to the Bank’s credit standards by our BaaS client and the underwriting is reviewed and approved by the Bank on every loan.

Included in consumer and other loans are overdrafts of $16,000 and $31,000 at June 30, 2021 and December 31, 2020, respectively. The Company has pledged loans totaling $202.4 million and $326.8 million at June 30, 2021 and December 31, 2020, respectively, for borrowing lines at the FHLB and Federal Reserve Bank. Paycheck Protection Program Liquidity Facility (“PPPLF”) borrowings

require that an equal amount of PPP loans be pledged for any outstanding balance. All PPPLF borrowings were paid in full as of June 30, 2021, compared to a balance of $153.7 million at December 31, 2020, resulting in a decrease in the amount of pledged loans as of June 30, 2021. The PPPLF expired on July 31, 2021.

The balance of SBA and United States Department of Agriculture (“USDA”) loans and participations sold and serviced for others totaled was $20.0 million and $20.6 million at June 30, 2021 and December 31, 2020, respectively.

The balance of Main Street Lending Program (“MSLP”) loans participated and serviced totaled $56.3 million at June 30, 2021 and December 31, 2020.

The Company, at times, purchases individual loans at fair value as of the acquisition date. Purchased loans with remaining balances totaled $15.7 million and $19.3 million as of June 30, 2021 and December 31, 2020, respectively. Unamortized premiums totaled $253,000 and $306,000 as of June 30, 2021 and December 31, 2020, respectively, and are amortized into interest income over the life of the loans.

The Company has purchased participation loans with remaining balances totaling $46.8 million and $44.9 million as of June 30, 2021 and December 31, 2020, respectively.

The following is a summary of the Company’s loan portfolio segments:

Commercial and industrial loans – Commercial and industrial loans are secured by business assets including inventory, receivables and machinery and equipment of businesses located generally in the Company’s primary market area. Loan types include revolving lines of credit, term loans, and loans secured by liquid collateral such as cash deposits or marketable securities. The Company also issues letters of credit on behalf of its customers. Risk arises primarily due to the difference between expected and actual cash flows of the borrowers. In addition, the recoverability of the Company’s investment in these loans is also dependent on other factors primarily dictated by the type of collateral securing these loans. The fair value of the collateral securing these loans may fluctuate as market conditions change. In the case of loans secured by accounts receivable, the recovery of the Company’s investment is dependent upon the borrower’s ability to collect amounts due from its customers. The Company also has capital call lines which are provided to venture capital firms through one of our BaaS clients. Also included in this category are SBA 7(a) loans, which includes PPP loans. PPP loans have a contractual rate of 1.0%, with maturity terms of two to five years, are unsecured, and 100% guaranteed by the SBA. PPP loans may be forgiven by the U.S. Government / SBA if loan proceeds are used for certain purposes. To bolster the effectiveness of the SBA’s PPP loan program, the Federal Reserve PPPLF supplied liquidity to participating financial institutions through term financing backed by PPP loans to small businesses. The PPPLF, which expired on July 31, 2021, extended credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. The interest rate is 0.35% and as PPP loans are paid down, the PPPLF borrowing line must also be paid down.

Construction, land and land development loans – The Company originates loans for the construction of 1-4 family, multifamily, and Commercial Real Estate (“CRE”) properties in the Company’s market area. Construction loans are considered to have higher risks due to construction completion and timing risk, the ultimate repayment being sensitive to interest rate changes, government regulation of real property and the availability of long-term financing. Additionally, economic conditions may impact the Company’s ability to recover its investment in construction loans, as adverse economic conditions may negatively impact the real estate market, which could affect the borrower’s ability to complete and sell the project. Additionally, the fair value of the underlying collateral may fluctuate as market conditions change. The Company occasionally originates land loans for the purpose of facilitating the ultimate construction of a home or commercial building. The primary risks include the borrower’s ability to pay and the inability of the Company to recover its investment due to a material decline in the fair value of the underlying collateral.

Residential real estate loans – Residential real estate loans include various types of loans for which the Company holds real property as collateral. Included in this segment are first lien single family loans, which are occasionally purchased to diversify the Company’s loan portfolio, and rental portfolios secured by one-to-four family homes. The primary risks of residential real estate loans include the borrower’s inability to pay, material decreases in the value of the collateral, and significant increases in interest rates which may make the loan unprofitable.

Commercial real estate (includes owner occupied and nonowner occupied) loans – Commercial real estate loans include various types of loans for which the Company holds real property as collateral. The primary risks of commercial real estate loans include the borrower’s inability to pay, material decreases in the value of the collateralized real estate and significant increases in interest rates, which may make the real estate loan unprofitable. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.

Consumer and other loans – The Company originates a limited number of consumer loans, generally for banking customers only, which consist primarily of home equity lines of credit, saving account secured loans, and auto loans. This loan category also includes overdrafts. Repayment of these loans is dependent on the borrower’s ability to pay and the fair value of the underlying collateral.

The following table illustrates an age analysis of past due loans as of the dates indicated:

	30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans			Recorded Investment 90 Days or More Past Due and Still Accruing
	(dollars in thousands)
June 30, 2021
Commercial and industrial loans	$	50	$	482	$	532	$	599,186	$	599,718		$	-
Real estate loans:
Construction, land and land development		-		-		-		116,733		116,733			-
Residential real estate		-		58		58		143,516		143,574			-
Commercial real estate		-		-		-		807,711		807,711			-
Consumer and other loans		-		-		-		7,161		7,161			-
	$	50	$	540	$	590	$	1,674,307	$	1,674,897		$	-
Less net deferred origination fees and premiums										(16,748	)
Loans receivable									$	1,658,149

	30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans			Recorded Investment 90 Days or More Past Due and Still Accruing
	(dollars in thousands)
December 31, 2020
Commercial and industrial loans	$	133	$	537	$	670	$	538,530	$	539,200		$	-
Real estate loans:
Construction, land and land development		1		-		1		94,422		94,423			-
Residential real estate		1,108		60		1,168		142,701		143,869			-
Commercial real estate		-		-		-		774,925		774,925			-
Consumer and other loans		-		-		-		3,916		3,916			-
	$	1,242	$	597	$	1,839	$	1,554,494		1,556,333		$	-
Less net deferred origination fees and premiums										(9,195	)
Loans receivable									$	1,547,138

A summary of information pertaining to impaired loans as of the period indicated:

	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
	(dollars in thousands)
June 30, 2021
Commercial and industrial loans	$	753	$	355	$	127	$	482	$	114
Real estate loans:
Residential real estate		182		166		-		166		-
Total	$	935	$	521	$	127	$	648	$	114

December 31, 2020
Commercial and industrial loans	$	834	$	537	$	-	$	537	$	-
Real estate loans:
Residential real estate		188		175		-		175		-
Total	$	1,022	$	712	$	-	$	712	$	-

The following tables summarize the Company’s average recorded investment and interest income recognized on impaired loans by loan class for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended
	June 30, 2021				June 30, 2020
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
					(dollars in thousands)
Commercial and industrial loans	$	485	$	-	$	694	$	-
Real estate loans:
Construction, land and land development		170		-		252		-
Residential real estate		-		-		63		-
Commercial real estate		-		-		9		-
Total	$	655	$	-	$	1,018	$	-

	Six Months Ended
	June 30, 2021				June 30, 2020
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
					(dollars in thousands)
Commercial and industrial loans	$	503	$	-	$	789	$	-
Real estate loans:
Construction, land and land development		-		-		63		-
Residential real estate		171		-		64		-
Commercial real estate		-		-		2		-
Consumer and other loans		-		-		1		-
Total	$	674	$	-	$	919	$	-

The Company grants restructurings in response to borrower financial difficulty, and generally provides for a temporary modification of loan repayment terms. The restructured loans on accrual status represent the only impaired loans accruing interest. In order for a restructured loan to be considered for accrual status, the loan’s collateral coverage generally will be greater than or equal to 100% of the loan balance, the loan is current on payments, and the borrower must either prefund an interest reserve or demonstrate the ability to make payments from a verified source of cash flow for an extended period of time, usually at least six months in duration.

No loans were restructured in the three or six months ended June 30, 2021 and June 30, 2020 that qualified as TDRs. The Company has no commitments to loan additional funds to borrowers whose loans were classified as TDRs at June 30, 2021, as there were no outstanding TDRs at June 30, 2021.

Pursuant to guidance from the federal bank regulatory agencies, the Company deferred or modified payments on existing loans to assist customers financially during the COVID-19 pandemic and economic shutdown. There are two loans, representing $11.7 million in outstanding loans, that remain on deferred or modified payment status as of June 30, 2021. In accordance with GAAP, the CARES Act, as amended by the Consolidated Appropriations Act, 2021, and interagency guidance issued on March 22, 2020 and April 7, 2020, these short-term modifications, made on a good faith basis in response to the COVID-19 pandemic to borrowers that were current prior to any relief, are not considered TDRs.

When loans are placed on nonaccrual status, all accrued interest is reversed from current period earnings. Payments received on nonaccrual loans are generally applied as a reduction to the loan principal balance. If the likelihood of further loss is removed, the Company will recognize interest on a cash basis only. Loans may be returned to accruing status if the Company believes that all remaining principal and interest is fully collectible and there has been at least six months of sustained repayment performance since the loan was placed on nonaccrual.

An analysis of nonaccrual loans by category consisted of the following at the periods indicated:

	June 30,		December 31,
	2021		2020

Commercial and industrial loans	$	482	$	537
Real estate loans:
Residential real estate		166		175
Total nonaccrual loans	$	648	$	712

Credit Quality and Credit Risk

Federal regulations require that the Company periodically evaluate the risks inherent in its loan portfolio. In addition, the Company’s regulatory agencies have authority to identify problem loans and, if appropriate, require them to be reclassified. There are three classifications for problem loans: Substandard, Doubtful, and Loss. Substandard loans have one or more defined weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful loans have the weaknesses of loans classified as Substandard, with additional characteristics that suggest the weaknesses make collection or recovery in full after liquidation of collateral questionable on the basis of currently existing facts, conditions, and values. There is a high possibility of loss in loans classified as Doubtful. A loan classified as Loss is considered uncollectible and of such little value that continued classification of the credit as a loan is not warranted. If a loan or a portion thereof is classified as Loss, it must be charged-off, meaning the amount of the loss is charged against the allowance for loan losses, thereby reducing that reserve. The Company also classifies some loans as Watch or Other Loans Especially Mentioned (“OLEM”). Loans classified as Watch are performing assets and classified as pass credits but have elements of risk that require more monitoring than other performing loans and are reported in the OLEM column in the following table. Loans classified as OLEM are assets that continue to perform but have shown deterioration in credit quality and require close monitoring.

Loans by credit quality risk rating are as follows as of the periods indicated:

	Pass		Other Loans Especially Mentioned		Sub- Standard		Doubtful		Total
	(dollars in thousands)
June 30, 2021
Commercial and industrial loans	$	598,372	$	782	$	564	$	-	$	599,718
Real estate loans:
Construction, land, and land development		116,733		-		-		-		116,733
Residential real estate		143,351		57		166		-		143,574
Commercial real estate		801,061		4,050		2,600		-		807,711
Consumer and other loans		7,161		-		-		-		7,161
	$	1,666,678	$	4,889	$	3,330	$	-		1,674,897
Less net deferred origination fees										(16,748	)
Loans receivable									$	1,658,149

December 31, 2020
Commercial and industrial loans	$	538,149	$	397	$	654	$	-	$	539,200
Real estate loans:
Construction, land, and land development		94,423		-		-		-		94,423
Residential real estate		143,540		154		175		-		143,869
Commercial real estate		763,647		11,278		-		-		774,925
Consumer and other loans		3,916		-		-		-		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

The Company’s allowance for loan losses (“ALLL”) covers estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated probable losses inherent in the remainder of the loan portfolio. The ALLL is prepared using the information provided by the Company’s credit review process together with economic information gathered from published sources. Qualitative factors that are included in the analysis include industry data and data from peer institutions.

The loan portfolio is segmented into groups of loans with similar risk profiles. Each segment possesses varying degrees of risk based on the type of loan, the type of collateral, and the sensitivity of the borrower or industry to changes in external factors such as economic conditions. An estimated loss rate calculated from the Company’s actual historical loss rates adjusted for current portfolio trends, economic conditions, and other relevant internal and external factors, is applied to each group’s aggregate loan balances. The $398.0 million in PPP loans as of June 30, 2021 are 100% guaranteed by the SBA and were not subject to the allowance analysis or assigned an allowance.

The Company’s provision for credit losses of $361,000 and $718,000 for the three and six months ended June 30, 2021, is primarily the result of growth in the loan portfolio. The $1.9 million and $3.5 million provision for credit losses during the three and six months ended June 30, 2020, is related to the uncertainties in the economic outlook from the COVID-19 pandemic and growth in the loan portfolio. The Company is not required to implement the provisions of the Current Expected Credit Loss (“CECL”) accounting standard until January 1, 2023 and is continuing to account for the allowance for loan losses under the incurred loss model.

The following tables summarize the allocation of the ALLL, as well as the activity in the ALLL attributed to various segments in the loan portfolio, as of and for the three and six months ended June 30, 2021:

	Commercial and Industrial			Construction, Land, and Land Development		Residential Real Estate			Commercial Real Estate		Consumer and Other			Unallocated			Total
	(dollars in thousands)
Three Months Ended June 30, 2021
Balance, March 31, 2021	$	3,387		$	3,982	$	3,171		$	7,953	$	108		$	1,009		$	19,610
Provision for loan losses or (recapture)		(68	)		538		131			104		(21	)		(323	)		361
		3,319			4,520		3,302			8,057		87			686			19,971
Loans charged-off		(2	)		-		-			-		(10	)		-			(12	)
Recoveries of loans previously charged-off		-			-		-			-		7			-			7
Net (charge-offs) recoveries		(2	)		-		-			-		(3	)		-			(5	)
Balance, June 30, 2021	$	3,317		$	4,520	$	3,302		$	8,057	$	84		$	686		$	19,966

Six Months Ended June 30, 2021
Balance, December 31, 2020	$	3,353		$	3,545	$	3,410		$	7,810	$	127		$	1,017		$	19,262
Provision for loan losses or (recapture)		(25	)		975		(108	)		247		(40	)		(331	)		718
		3,328			4,520		3,302			8,057		87			686			19,980
Loans charged-off		(16	)		-		-			-		(14	)		-			(30	)
Recoveries of loans previously charged-off		5			-		-			-		11			-			16
Net (charge-offs) recoveries		(11	)		-		-			-		(3	)		-			(14	)
Balance, June 30, 2021	$	3,317		$	4,520	$	3,302		$	8,057	$	84		$	686		$	19,966

As of June 30, 2021
ALLL amounts allocated to
Individually evaluated for impairment	$	114		$	-	$	-		$	-	$	-		$	-		$	114
Collectively evaluated for impairment		3,203			4,520		3,302			8,057		84			686			19,852
ALLL balance, June 30, 2021	$	3,317		$	4,520	$	3,302		$	8,057	$	84		$	686		$	19,966
Loans individually evaluated for impairment	$	482		$	-	$	166		$	-	$	-					$	648
Loans collectively evaluated for impairment		599,236			116,733		143,408			807,711		7,161						1,674,249
Loan balance, June 30, 2021	$	599,718		$	116,733	$	143,574		$	807,711	$	7,161					$	1,674,897

	Commercial and Industrial			Construction, Land, and Land Development			Residential Real Estate		Commercial Real Estate		Consumer and Other			Unallocated			Total
	(dollars in thousands)
Three Months Ended June 30, 2020
ALLL balance, March 31, 2020	$	2,837		$	3,647		$	2,232	$	3,889	$	96		$	224		$	12,925
Provision for loan losses or (recapture)		23			(269	)		437		1,346		45			348			1,930
		2,860			3,378			2,669		5,235		141			572			14,855
Loans charged-off		(11	)		-			-		-		(2	)		-			(13	)
Recoveries of loans previously charged-off		4			-			-		-		1			-			5
Net (charge-offs) recoveries		(7	)		-			-		-		(1	)		-			(8	)
ALLL balance, June 30, 2020	$	2,853		$	3,378		$	2,669	$	5,235	$	140		$	572		$	14,847
Six Months Ended June 30, 2020
ALLL balance, December 31, 2019	$	2,366		$	2,745		$	2,069	$	3,126	$	104		$	1,060		$	11,470
Provision for loan losses or (recapture)		612			633			600		2,109		42			(488	)		3,508
		2,978			3,378			2,669		5,235		146			572			14,978
Loans charged-off		(130	)		-			-		-		(7	)		-			(137	)
Recoveries of loans previously charged-off		5			-			-		-		1			-			6
Net (charge-offs) recoveries		(125	)		-			-		-		(6	)		-			(131	)
ALLL balance, June 30, 2020	$	2,853		$	3,378		$	2,669	$	5,235	$	140		$	572		$	14,847

As of June 30, 2020
ALLL amounts allocated to
Individually evaluated for impairment	$	-		$	-		$	-	$	-	$	-		$	-		$	-
Collectively evaluated for impairment		2,853			3,378			2,669		5,235		140			572			14,847
ALLL balance, June 30, 2020	$	2,853		$	3,378		$	2,669	$	5,235	$	140		$	572		$	14,847
Loans individually evaluated for impairment	$	689		$	3,270		$	63	$	413	$	-					$	4,435
Loans collectively evaluated for impairment		550,861			99,152			122,886		677,922		4,735						1,455,556
Loan balance, June 30, 2020	$	551,550		$	102,422		$	122,949	$	678,335	$	4,735					$	1,459,991

The following table summarizes the allocation of the ALLL attributed to various segments in the loan portfolio as of December 31, 2020.

	Commercial and Industrial		Construction, Land, and Land Development		Residential Real Estate		Commercial Real Estate		Consumer and Other		Unallocated		Total
	(dollars in thousands)
As of December 31, 2020
ALLL amounts allocated to
Individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Collectively evaluated for impairment		3,353		3,545		3,410		7,810		127		1,017		19,262
ALLL balance, December 31, 2020	$	3,353	$	3,545	$	3,410	$	7,810	$	127	$	1,017	$	19,262
Loans individually evaluated for impairment	$	537	$	-	$	175	$	-	$	-			$	712
Loans collectively evaluated for impairment		538,663		94,423		143,694		774,925		3,916				1,555,621
Loan balance, December 31, 2020	$	539,200	$	94,423	$	143,869	$	774,925	$	3,916			$	1,556,333

Note 5 - Deposits

The composition of consolidated deposits consisted of the following at the periods indicated:

	June 30,		December 31,
	2021		2020
	(dollars in thousands)
Demand, noninterest bearing	$	887,896	$	592,261
NOW and money market		743,014		658,323
Savings		93,224		77,611
Total core deposits		1,724,134		1,328,195
BaaS-brokered deposits		27,388		33,482
Time deposits less than $250,000		34,809		41,145
Time deposits $250,000 and over		15,347		18,485
Total deposits	$	1,801,678	$	1,421,307

The following table presents the maturity distribution of time deposits as of June 30, 2021 (dollars in thousands):

	(dollars in thousands)
Twelve months	$	38,445
One to two years		6,176
Two to three years		3,121
Three to four years		1,043
Four to five years		1,371
	$	50,156

Note 6 - Leases

The Company has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception.

Operating lease right-of-use (“ROU”) assets represent a right to use an underlying asset for the contractual lease term. Operating lease liabilities represent an obligation to make lease payments arising from the lease. An operating lease ROU asset and operating lease liability will be recognized for any new operating leases at the commencement of the new lease.

The Company’s leases do not provide an implicit interest rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine the present value of operating lease liabilities. There was one lease that renewed during the six months ended June 30, 2021.

The Company’s operating lease agreements contain both lease and non-lease components, which are generally accounted for separately. The Company’s lease agreements do not contain any residual value guarantees.

Operating leases with terms of 12 months or less are not included in ROU assets and operating lease liabilities recorded in the Company’s consolidated balance sheets. Operating lease terms include options to extend when it is reasonably certain that the Company will exercise such options, determined on a lease-by-lease basis. As of June 30, 2021, the Company does not have any leases that have not yet commenced. At June 30, 2021, lease expiration dates ranged from six months to 23.6 years, with additional renewal options on certain leases typically ranging from 5 to 10 years. At June 30, 2021, the weighted average remaining lease term for the Company’s operating leases was 8.7 years.

Rental expense for operating leases is recognized on a straight-line basis over the lease term and amounted to $341,000 and $334,000, respectively, for the three months ended June 30, 2021 and 2020 and $682,000 and $678,000 for the six months ended June 30, 2021 and 2020, respectively. Variable lease components, such as inflation adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

The following table presents the minimum annual lease payments under the terms of these leases, inclusive of renewal options that the Company is reasonably certain to renew, at June 30, 2021:

	June 30,
	2021
	(dollars in thousands)
July 1, 2021 to December 31, 2021	$	636
2022		1,279
2023		1,272
2024		864
2025		713
2026 and thereafter		3,209
Total lease payments		7,973
Less: amounts representing interest		1,128
Present value of lease liabilities	$	6,845

The following table presents the components of total lease expense and operating cash flows for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Lease expense:
Operating lease expense	$	321	$	327	$	642	$	662
Variable lease expense		36		35		70		72
Total lease expense (1)	$	357	$	362	$	712	$	734
Cash paid:
Cash paid reducing operating lease liabilities	$	353	$	355	$	706	$	722

(1) Included in net occupancy expense in the Condensed Consolidated Statements of Income (Unaudited).

The Company entered into a five-year prepaid capital lease for ATM machines beginning October 1, 2020. The equipment is recorded as fixed assets on the Company’s balance sheet and depreciation expense is recognized on a straight-line basis over the term of the lease. Depreciation expense was $33,000 and $66,000 for the three and six months ended June 30, 2021, with $565,000 remaining as of June 30, 2021. This capital lease began in October 2020, therefore there was no depreciation expense for the ATM capital lease as of June 30, 2020.

Note 7 - Stock-Based Compensation

Stock Options and Restricted Stock

On April 30, 2018, the Company’s shareholders approved the Coastal Financial Corporation 2018 Omnibus Incentive Plan (“2018 Plan”). The 2018 Plan authorizes the Company to grant awards, including but not limited to, stock options, restricted stock units, and restricted stock awards, to eligible employees, directors or individuals that provide service to the Company, up to an aggregate of 500,000 shares of common stock. On May 24, 2021, the Company’s shareholders approved the First Amendment to the 2018 Plan, which increased the authorized plan shares by 600,000. The 2018 Plan replaced both the Company’s 2006 Stock Option and Equity Compensation Plan (“2006 Plan”) and its Directors’ Stock Bonus Plan. Existing awards under the previous plans will vest under the terms granted and no further awards will be made under these plans. Shares available to be granted under the 2018 Plan totaled 769,928 at June 30, 2021.

Stock Option Awards

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on historical volatility of the Company’s stock and other factors. The Company uses the vesting term and contractual life to determine the expected life. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense related to unvested stock option awards is reversed at date of forfeiture.

There were no new stock options granted in the three and six months ended June 30, 2021 and 2020.

A summary of stock option activity under the 2018 Plan and 2006 Plan during the six months ended June 30, 2021:

Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
	(dollars in thousands, except per share amounts)
Outstanding at December 31, 2020		749,397		$	7.75		5.04	$	9,933
Granted		-			-		-
Exercised		(34,777	)		7.20		-
Forfeited or expired		-			-		-
Outstanding at June 30, 2021		714,620		$	7.77		4.53	$	14,856
Vested or expected to vest at June 30, 2021		714,620		$	7.77		4.53	$	14,856
Exercisable at June 30, 2021		360,919		$	6.62		3.44	$	7,920

The total or aggregate intrinsic value (which is the amount by which the stock price exceeds the exercise price) of options exercised during the three and six months ended June 30, 2021 $317,000 and $674,000, respectively, and was $3,000 and $94,000 for the three and six months ended June 30, 2020, respectively.

As of June 30, 2021, there was $1.7 million of total unrecognized compensation cost related to nonvested stock options granted under the 2018 Plan and 2006 Plan. Total unrecognized compensation costs are adjusted for unvested forfeitures. The Company expects to recognize that cost over a weighted-average period of approximately 6.3 years. Compensation expense recorded related to stock options was $92,000 and $181,000 for the three and six months ended June 30, 2021, respectively and $92,000 and $187,000 for the three and six months ended June 30, 2020, respectively.

Restricted Stock Units

In January 2021, the Company granted 84,258 restricted stock units under the 2018 Plan to employees, which vest ratably over 5 years. In April 2021, the Company granted 1,000 restricted stock units under the 2018 Plan to an employee, which vest ratably over 5 years.

The fair value of restricted stock units is equal to the fair value of the Company’s stock at the date of grant. Compensation expense is recognized over the vesting period that the awards are based. Restricted stock units are nonparticipating securities.

As of June 30, 2021, there was $3.0 million of total unrecognized compensation cost related to nonvested restricted stock units. The Company expects to recognize that cost over the remaining weighted-average vesting period of approximately 6.1 years. Compensation expense recorded related to restricted stock units was $133,000 and $234,000 for the three and six months ended June 30, 2021, respectively and $34,000 and $57,000 for the three and six months ended June 30, 2020, respectively.

A summary of the Company’s nonvested shares at June 30, 2021 and changes during the six-month period is presented below:

Nonvested shares	Shares			Weighted- Average Grant Date Fair Value		Total or Aggregate Intrinsic Value
	(dollars in thousands, except per share amounts)
Nonvested shares at December 31, 2020		90,249		$	17.25	$	352
Granted		85,258			20.99
Forfeited		(360	)		20.47
Vested		(7,851	)		17.73
Nonvested shares at June 30, 2021		167,296		$	19.12	$	1,667

Restricted Stock Awards

Employees

In January 2021, there were 5,978 shares granted to an employee at an estimated fair value of $20.91 per share, vesting immediately.

The fair value of restricted stock awards is equal to the fair value of the Company’s stock at the date of grant. Compensation expense is recognized over the vesting period that the awards are based. Restricted stock awards are participating securities.

As of June 30, 2021, there was $59,000 of total unrecognized compensation cost related to nonvested restricted stock awards. The Company expects to recognize that cost over the remaining weighted-average vesting period of approximately 6.6 years. Compensation expense recorded related to restricted stock awards was $2,000 and $129,000 for the three and six months ended June 30, 2021, respectively and $1,000 and $3,000 for the three and six months ended June 30, 2020, respectively.

Director’s Stock Compensation

Stock was previously granted to directors who attended at least 75% of the scheduled board meetings during the prior year. Grants cliff vest over one or two years from date awarded, contingent on the director still being a director of the Company. During the vesting period, the grants are considered participating securities.

Eligible directors are now granted stock with a total market value of $15,000, and the Board Chair is granted stock with a total market value of $25,000. Stock will be granted as of each annual meeting date and will cliff vest one day prior to the next annual meeting date. For stock granted in 2020, $5,000 was subject to a two-year cliff vesting period, and the remaining stock cliff vested one day prior to this year’s annual meeting date. Directors unable to receive stock will receive cash in lieu upon completion of the vesting period. Cash awards are recognized over the vesting period and recorded in other liabilities until paid.

On May 24, 2021, 4,736 new shares were granted to nine directors at an estimated fair value of $30.67 per share, and will cliff vest one day prior to the 2022 annual shareholder meeting date. Director compensation expense recorded related to the 2018 Plan totaled $44,000 and $90,000 for the three and six months ended June 30, 2021, respectively and $9,000 and $18,000 for the three and six months ended June 30, 2020, respectively.

A summary of the Company’s nonvested shares at June 30, 2021 and changes during the six-month period is presented below:

Nonvested shares	Shares			Weighted- Average Grant Date Fair Value		Total or Aggregate Intrinsic Value
	(dollars in thousands, except per share amounts)
Nonvested shares at December 31, 2020		14,377		$	16.15	$	70
Granted		10,714			25.22
Forfeited		-			-
Vested		(8,494	)		19.30
Nonvested shares at June 30, 2021		16,597		$	20.40	$	145

Note 8 - Fair Value Measurements

The following tables present estimated fair values of the Company’s financial instruments as of the period indicated, whether or not recognized or recorded in the consolidated balance sheets at the period indicated:

	June 30, 2021				Fair Value Measurements Using
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
	(dollars in thousands)
Financial assets
Cash and due from banks	$	31,473	$	31,473	$	31,473	$	-	$	-
Interest earning deposits with other banks		251,416		251,416		251,416		-		-
Investment securities		27,442		27,520		24,992		2,528		-
Other investments		6,839		6,839		-		5,989		850
Loans receivable		1,638,183		1,638,644		-		-		1,638,644
Accrued interest receivable		8,108		8,108		-		8,108		-
Financial liabilities
Deposits	$	1,801,678		1,801,670	$	-	$	1,801,670	$	-
FHLB advances		24,999		24,614		-		24,614		-
Subordinated debt		10,000		9,852		-		9,852		-
Junior subordinated debentures		3,585		2,894		-		2,894		-
Accrued interest payable		179		179		-		179		-

	December 31, 2020				Fair Value Measurements Using
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
	(dollars in thousands)
Financial assets
Cash and due from banks	$	18,965	$	18,965	$	18,965	$	-	$	-
Interest earning deposits with other banks		144,152		144,152		144,152		-		-
Investment securities		23,247		23,356		20,028		3,328		-
Other investments		6,059		6,059		-		5,209		850
Loans receivable, net		1,527,876		1,535,541		-		-		1,535,541
Accrued interest receivable		8,616		8,616		-		8,616		-
Financial liabilities
Deposits	$	1,421,307	$	1,421,534	$	-	$	1,421,534	$	-
Paycheck Protection Program Liquidity Facility	$	153,716	$	153,716			$	153,716
FHLB advances		24,999		24,787		-		24,787		-
Subordinated debt		9,993		9,913		-		9,913		-
Junior subordinated debentures		3,584		2,707		-		2,707		-
Accrued interest payable		531		531		-		531		-

The Company measures and discloses certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (that is, not a forced liquidation or distressed sale). GAAP establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements. Among other things, the accounting standard requires the reporting entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s estimates for market assumptions. These two types of inputs create the following fair value hierarchy:

•

Level 1 – Quoted prices in active markets for identical instruments. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

•

Level 2 – Observable inputs other than Level 1 including quoted prices in active markets for similar instruments, quoted prices in less active markets for identical or similar instruments, or other observable inputs that can be corroborated by observable market data.

•

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs from nonbinding single dealer quotes not corroborated by observable market data.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for certain financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.

Items measured at fair value on a recurring basis – The following fair value hierarchy table presents information about the Company’s assets that are measured at fair value on a recurring basis at the dates indicated:

	Level 1		Level 2		Level 3		Total Fair Value
	(dollars in thousands)
June 30, 2021
Available-for-sale
U.S. Treasury securities	$	24,992	$	-	$	-	$	24,992
U.S. Agency collateralized mortgage obligations		-		83		-		83
U.S. Agency residential mortgage-backed securities		-		7		-		7
Municipals		-		259		-		259
	$	24,992	$	349	$	-	$	25,341
December 31, 2020
Available-for-sale
U.S. Treasury securities	$	20,028	$	-	$	-	$	20,028
U.S. Agency collateralized mortgage obligations		-		100		-		100
U.S. Agency residential mortgage-backed securities		-		10		-		10
Municipals		-		261		-		261
	$	20,028	$	371	$	-	$	20,399

The following methods were used to estimate the fair value of the class of financial instruments above:

Investment securities - The fair value of securities is based on quoted market prices, pricing models, quoted prices of similar securities, independent pricing sources, and discounted cash flows.

Limitations: The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2021 and December 31, 2020. The factors used in the fair values estimates are subject to change subsequent to the dates the fair value estimates are completed, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Assets measured at fair value using significant unobservable inputs (Level 3)

The following table provides a description of the valuation technique, unobservable inputs, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring basis at the dates indicated:

Valuation Technique

Unobservable Inputs

June 30, 2021

Weighted

Average Rate

December 31, 2020

Weighted

Average Rate

Impaired loans

Collateral valuations

Discount to appraised value

Items measured at fair value on a nonrecurring basis – The following table presents financial assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy of the fair value measurements for those assets at the dates indicated:

	Level 1		Level 2		Level 3		Total Fair Value
	(dollars in thousands)
June 30, 2021
Impaired loans	$	-	$	-	$	535	$	535
Total	$	-	$	-	$	535	$	535

December 31, 2020
Impaired loans	$	-	$	-	$	712	$	712
Total	$	-	$	-	$	712	$	712

The amounts disclosed above represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported on.

Impaired loans - A loan is considered impaired when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Impairment is measured based on the fair value of the underlying collateral or the discounted cash expected future cash flows. Subsequent changes in the value of impaired loans are included within the provision for loan losses in the same manner in which impairment initially was recognized or as a reduction in the provision that would otherwise be reported. Impaired loans are evaluated quarterly to determine if valuation adjustments should be recorded. The need for valuation adjustments arises when observable market prices or current appraised values of collateral indicate a shortfall in collateral value compared to current carrying values of the related loan. If the Company determines that the value of the impaired loan is less than the carrying value of the loan, the Company either establishes an impairment reserve as a specific component of the allowance for loan losses or charges off the impairment amount. These valuation adjustments are considered nonrecurring fair value adjustments.

Note 9 - Earnings Per Common Share

The following is a computation of basic and diluted earnings per common share at the periods indicated:

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(dollars in thousands, except share data)
Net Income	$	7,013	$	3,671	$	13,031	$	6,395
Basic weighted average number common shares outstanding		11,984,927		11,917,394		11,972,916		11,913,321
Dilutive effect of equity-based awards		474,540		272,890		450,743		271,833
Diluted weighted average number common shares outstanding		12,459,467		12,190,284		12,423,659		12,185,154
Basic earnings per share	$	0.59	$	0.31	$	1.09	$	0.54
Diluted earnings per share	$	0.56	$	0.30	$	1.05	$	0.52
Antidilutive stock options and restricted stock outstanding		159,668		216,785		173,472		216,785

Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings, however the difference in the two-class method was not significant.

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 (the “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. The primary focus of the Bank is on providing a full range of banking products and services to small and medium sized businesses, professionals, and individuals throughout the greater Puget Sound region in the state of Washington. 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 Bank announced the sale of its Freeland branch (Island County) in February 2021, and the sale closed on April 30, 2021. The Bank through its CCBX division provides banking as a service (“BaaS”) that allows broker-dealer and digital financial service partners to offer their customers banking services. In addition, the Bank expects to introduce a digital bank offering, through its CCDB division, in collaboration with Google. As of June 30, 2021, we had total assets of $2.01 billion, total gross loans of $1.66 billion, total deposits of $1.80 billion and total shareholders’ equity of $154.1 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.

As a bank holding company that operates through one segment, we generate most of our revenue from interest on loans. Our primary source of funding for our loans is commercial and retail deposits from our customer relationships. We place secondary reliance on wholesale funding, primarily borrowings from the Federal Home Loan Bank (“FHLB”). We utilized the Paycheck Protection Program Liquidity Facility (“PPPLF”), which provided an additional source of low cost funding for the Paycheck Protection Program (“PPP”) loans, with a contractual interest rate of 0.35% and collateralized by PPP loans. All our PPPLF borrowings were paid in full as of June 30, 2021, and the PPPLF expired on July 31, 2021. Less commonly used sources of funding include borrowings from the Federal Reserve discount window, draws on established federal funds lines from unaffiliated commercial banks, brokered deposits, certificate of deposit listing services, and a one-way buy through an insured cash sweep (“ICS”) account, which allow us to obtain funds from other institutions that have deposited funds through ICS. Our largest expenses are salaries and related 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 to a lesser extent consumer loans.

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

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 PPP, which is a stimulus response to the potential economic impacts of the COVID-19 pandemic. The purpose of the PPP is 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.

The PPP lending resumed on January 19, 2021 (known as “round three” or the “third round” of the PPP), and we accepted and processed applications for the duration of the round three, which closed for applications on May 31, 2021. As of June 30, 2021, 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. Net deferred fees on these loans total $12.4 million as of June 30, 2021, and will be recognized in interest income in future periods. PPP loans originated in 2021 are five-year loans. 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 are accepting applications from customers for loan forgiveness and we have received $173.2 million in forgiveness or principal paydowns in the three months ended June 30, 2021. To obtain loan forgiveness, a PPP borrower must submit a forgiveness application to us, which we review and submit to the SBA. We expect that the pace of forgiveness of PPP loans will continue to be robust in the third quarter 2021 and then start to slow in the fourth quarter of 2021. 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.

The Company's Preparations, Responses and Re-Opening to the COVID-19 Pandemic

As part of its ongoing risk preparation and mitigation efforts, the Company had 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 second 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 June 30, 2021 our re-opening plan includes:

•

Serving customers through drive throughs, call center, mobile banking, online banking and ATMs, and have opened branches for customers.

•

Continued participation in the SBA PPP with funded loans outstanding of $398.0 million, as of June 30, 2021.

•

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 June 30, 2021, $11.7 million, or two loans, were on deferred or modified payment status.

•

Paid-off in full the borrowing through the PPPLF, which provided an additional source of funding for the PPP loans. The PPPLF was a low cost source of funding and liquidity for PPP loans, with an interest rate of 0.35%, with favorable regulatory capital treatment.

•

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.

•

As of June 30, 2021, Washington state 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.

•

Updated and analyzed the Company's liquidity, funding and capital stress forecasts and risk assumptions.

•

Effective July 19, 2021, the Company started its re-opening process, which includes 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 Delta variant. Management will adjust its re-opening plans and implement precautions to safeguard our employees, customers and vendors based on the information available.

PPP Overview

Beginning in January 2021, when the third round of PPP loans opened for applications, and continuing through the quarter ended June 30, 2021, focus was placed on helping the small businesses in our communities through the third round of PPP, which closed for applications on May 31, 2021. Additionally, we continued to gather and process applications for forgiveness for all rounds of the PPP. These loans have had a significant impact on our communities and financial statements for the quarter ended June 30, 2021 and will continue to impact our results in the future. Throughout this discussion, we will address the impact of these loans, which include borrowings received through PPPLF to help fund these loans and to provide 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-U.S. generally accepted accounting principles (“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”.

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. The Federal Reserve and other federal banking agencies have continued to encourage banks to transition away from LIBOR as soon as practicable. For more information on the Company’s approach to LIBOR transition planning, please see the risk factors discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2020.

The table below summarizes the total PPP loans originated and total net deferred fees on all PPP loans originated in rounds in 2020 and 2021:

	Total PPP Loan Origination
	Round 1 & 2 2020		Round 3 2021		Total
(Dollars in thousands; unaudited)
Loans Originated	$	452,846	$	311,012	$	763,858
Deferred fees, net		12,933		13,334	$	26,267

The table below summarizes key information regarding the current position of PPP loans originated in 2020 as of the period indicated:

	Round 1 and 2 - Originated in 2020
	Original Loan Size
	As of and for the Three Months Ended June 30, 2021
	$0.00 - $50,000.00			$50,0000.01 - $150,000.00			$150,000.01 - $350,000.00			$350,000.01 - $2,000,000.00			> 2,000,000.01			Totals
(Dollars in thousands; unaudited)
Principal outstanding:
Existing customer	$	6,333		$	6,496		$	12,864		$	17,256		$	27,852		$	70,801
New customer		2,076			3,649			4,550			13,878			15,540			39,693
Total principal outstanding		8,409			10,145			17,414			31,134			43,392			110,494
Deferred fees outstanding		(227	)		(214	)		(333	)		(351	)		(145	)		(1,270	)
Deferred costs outstanding		128			30			27			15			2			202
Net deferred fees	$	(99	)	$	(184	)	$	(306	)	$	(336	)	$	(143	)	$	(1,068	)
Number of loans:
Existing customer		107			41			21			19			5			193
New customer		379			77			60			27			9			552
Total loan count		486			118			81			46			14			745
Percent of total		65.2	%		15.8	%		10.9	%		6.2	%		1.9	%		100.0	%

Forgiveness/Payoffs/Paydowns in Three Months Ended June 30, 2021
Dollars	$	7,227		$	15,346		$	15,788		$	41,375		$	69,959		$	149,695
Deferred fee recognized		104			370			425			613			358			1,870

The table below summarizes key information regarding the current position of PPP loans originated in 2021 as of the period indicated:

	Round 3 - Originated in 2021
	Original Loan Size
	As of and for the Three Months Ended June 30, 2021
	$0.00 - $50,000.00			$50,0000.01 - $150,000.00			$150,000.01 - $350,000.00			$350,000.01 - $2,000,000.00			> 2,000,000.01			Totals
(Dollars in thousands; unaudited)
Principal outstanding:
Existing customer	$	14,830		$	33,279		$	43,218		$	106,856		$	2,956		$	201,139
New customer		13,735			15,541			22,804			34,325			-			86,405
Total principal outstanding		28,565			48,820			66,022			141,181			2,956			287,544
Deferred fees outstanding		(3,524	)		(2,272	)		(3,045	)		(3,895	)		(27	)		(12,763	)
Deferred costs outstanding		854			323			172			118			1			1,468
Net deferred fees	$	(2,670	)	$	(1,949	)	$	(2,873	)	$	(3,777	)	$	(26	)	$	(11,295	)
Number of loans:
Existing customer		724			362			187			133			1			1,407
New customer		838			181			100			51			-			1,170
Total loan count		1,562			543			287			184			1			2,577
Percent of total		60.6	%		21.1	%		11.1	%		7.1	%		0.1	%		100.0	%

First or Second Draw
First Draw	$	9,881		$	6,265		$	2,728		$	6,024		$	2,956		$	27,854
Second Draw		18,684			42,555			63,294			135,157			-			259,690

Forgiveness/Payoffs/Paydowns in Three Months Ended June 30, 2021
Dollars	$	5,047		$	8,402		$	2,585		$	7,433		$	-		$	23,467
Deferred fee recognized		586			433			259			407			2			1,687

Comparison of Operating Results for the Three Months Ended June 30, 2021 and June 30, 2020

Results of Operations

Net Income

Net income for the three months ended June 30, 2021, was $7.0 million, or $0.56 per diluted share, compared to $3.7 million, or $0.30 per diluted share, for the three months ended June 30, 2020. The increase in net income over the comparable period in the prior year was attributable to a $4.2 million increase in interest and fee income on loans. Interest and fee income related to PPP loans totaled $4.8 million for the three months ended June 30, 2021, compared to $2.8 million for the three months ended June 30, 2020. Net deferred fees on PPP loans are earned over the life of the loan, as a yield adjustment. Forgiveness of principal, early paydowns and payoffs on PPP loans will increase interest income earned in those periods from the recognition of PPP deferred fees. Additionally, a reduction in the provision for loan losses of $1.6 million for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, also contributed to the increase in net income. The provision for loan losses was increased in 2020 due the change in economic outlook caused by the COVID-19 pandemic, however those losses have not materialized as anticipated, and therefore we recorded a lower provision for loan losses of $361,000 for the three months ended June 30, 2021. Interest and fee income on non-PPP loans increased $2.1 million, or 14.8%, for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. Noninterest income increased $3.3 million for the three months ended June 30, 2021, compared to the same period last year, due to $1.3 million gain on sale of the Freeland branch, on April 30, 2021, combined with $949,000 increase in BaaS fees and $736,000 more in loan referral fees. The increased loan interest income and noninterest income was partially offset by at $4.8 million increase in noninterest expense, largely due to a $3.7 million increase in salaries and employee benefits. Salaries and employee benefits increased largely as a result of hiring staff for our CCBX and CCDB divisions.

Net Interest Income

Net interest income for the three months ended June 30, 2021, was $18.6 million, compared to $14.0 million for the three months ended June 30, 2020, an increase of $4.6 million, or 33.0%. The increase in net interest income consisted of a $4.1 million, or 26.9%, increase in interest income coupled with a $474,000, or 33.1%, decrease in interest expense. The increase in interest income was primarily attributable to a $415.8 million, or 31.2%, increase in average loans outstanding for the three months ended June 30, 2021, compared to the prior year period, partially offset by a 0.13% decrease in yield on loans receivable from 4.57% for the three months June 30, 2020 to 4.44% for the three months ended June 30, 2021. The decrease in yield on loans receivable, as compared to the three months ended June 30, 2020, was largely due to an average of $509.3 million in PPP loans. Excluding PPP loans, the yield on loans receivable approximated 4.65% for the three months ended June 30, 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.” PPP loans have a 1.0% interest rate and an approximate yield of 3.80% for the three months ended June 30, 2021, when the amortization of deferred fees and costs are included. As of June 30, 2021, $12.4 million in net deferred fees on PPP loans remains to be recognized in interest income along with interest on loans. 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 deferred fees. Also contributing to the decline in loan yield is the current low interest rate environment which results in lower rates on our variable rate, new and renewing loans.

Yield on loans receivable, excluding earned fees, approximated 3.46% for the quarter ended June 30, 2021 compared to 3.91% for the quarter ended June 30, 2020. A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” Even though there are rate floors in place for $429.8 million, or 25.7%, in existing loans, the lower rates have a corresponding impact on yield on loans and subsequently the net interest margin in future periods. We expect rates to remain at this level for the short term.

The decrease in interest expense for the three months ended June 30, 2021 was the result of a 21 basis point, or 51.2%, decrease in cost of funds, bringing it to 0.20% as of June 30, 2021, compared to 0.41% at June 30, 2020. In addition to the aforementioned low interest rate environment, which resulted in a lower interest rate paid on interest-bearing deposit accounts, we gained new customer relationships by making PPP loans to noncustomers, who moved their banking/deposit relationships to the Bank. As of June 30, 2021, there was $267.4 million in CCBX deposits compared to $47.7 million at June 30, 2020. These increases in noninterest bearing and low interest rate interest bearing deposits helped contribute to the improved cost of funds for the quarter ended June 30, 2021, as compared to the prior year period.

The average balance of interest-bearing deposits increased $192.4 million, or 27.2%, for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, but the average rate paid on interest bearing deposits was 34 basis points less for

the three months ended June 30, 2021, compared to the quarter ended June 30, 2020. The increased balance compared to the three months ended June 30, 2020 is primarily attributable to growth in core deposit accounts, which we define as deposits excluding all brokered and time deposits. Average noninterest bearing deposits (such as demand or checking accounts) grew $322.5 million, or 59.6%. Average NOW (otherwise known as a negotiable order of withdrawal account or interest bearing checking accounts) and money market accounts grew $199.5 million, or 37.3%, and savings accounts increased $23.8 million, or 35.3% compared to June 30, 2020. Average non-core deposits decreased $30.8 million with time deposits decreasing $31.2 million, or 37.1%, and BaaS-brokered deposits increased $327,000, or 1.5%, compared to June 30, 2020. As previously mentioned, the current low interest rate environment has impacted the rates that are paid on interest bearing accounts. The average rate paid on NOW and money market accounts decreased 31 basis points for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The average rate paid on time deposits also decreased during this period. For time deposits less than $100,000, the rate decreased 52 basis points and for time deposits over $100,000, the average rate decreased 69 basis points, for the three months ended June 30, 2021 as compared to the prior year period.

We do not regularly advertise time deposit rates or money market rates, although we occasionally advertise promotional rates in targeted portions of our market area. Our branch managers, business development officers, and lenders collaborate to provide consistent and coordinated customer service and to seek deposits from new and existing customers.

For the three months ended June 30, 2021, net interest margin (annualized net interest income divided by 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 3.70% and 3.52%, respectively, compared to 3.78% and 3.49%, respectively, for the three months ended June 30, 2020.

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 $4.3 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively. A total of $3.6 million in PPP loan net fees were recognized in the quarter ended June 30, 2021, compared to $1.9 million for the quarter ended June 30, 2020. Yield on loans receivable was 4.44% for the three months ended June 30, 2021, compared to 4.57% for the three months ended June 30, 2020. Excluding PPP loans, the yield on loans receivable was 4.65% and 4.94% for the three months ended June 30, 2021, and June 30, 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.” For the three months ended June 30, 2021 and 2020, the amount of interest income not recognized on nonaccrual loans was not material.

	Average Balance Sheets
	For the Three Months Ended June 30,
	2021								2020
	Average			Interest &		Yield /			Average			Interest &		Yield /
(Dollars in thousands)	Balance			Dividends		Cost (4)			Balance			Dividends		Cost (4)
Assets
Interest earning assets:
Interest earning deposits	$	235,187		$	74		0.13	%	$	127,721		$	130		0.41	%
Investment securities, available for sale (1)		22,653			17		0.30			17,811			45		1.02
Investment securities, held to maturity (1)		2,347			7		1.20			4,024			8		0.80
Other investments		6,835			108		6.34			5,841			89		6.13
Loans receivable (2)		1,750,825			19,365		4.44			1,334,991			15,154		4.57
Total interest earning assets		2,017,847			19,571		3.89			1,490,388			15,426		4.16
Noninterest earning assets:
Allowance for loan losses		(19,733	)							(13,555	)
Other noninterest earning assets		76,727								61,713
Total assets	$	2,074,841							$	1,538,546

Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits	$	901,120		$	628		0.28	%	$	708,724		$	1,096		0.62	%
PPPLF borrowings		107,047			94		0.35			107,443			94		0.35
FHLB advances and other borrowings		24,999			70		1.12			24,999			70		1.13
Subordinated debt		9,998			146		5.86			9,984			147		5.92
Junior subordinated debentures		3,585			21		2.35			3,583			26		2.92
Total interest bearing liabilities		1,046,749			959		0.37			854,733			1,433		0.67
Noninterest bearing deposits		863,962								541,448
Other liabilities		12,887								12,498
Total shareholders' equity		151,243								129,867
Total liabilities and shareholders' equity	$	2,074,841							$	1,538,546
Net interest income				$	18,612							$	13,993
Interest rate spread							3.52	%							3.49	%
Net interest margin (3)							3.70	%							3.78	%

(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 annualized net interest income divided by average total interest earning assets.

(4)	Yields and costs are annualized.

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 $4.6 million increase in loan interest income that is attributed to an increase in loan volume. This increase is partially offset by a $430,000 decrease in interest income from loans receivable due to lower interest rates; however, this decrease is largely due to low interest rate PPP loans, which has a yield of approximately 3.80%, after including the amortization of the deferred fees and costs, for the three months ended June 30, 2021. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to volume.

	Three Months Ended June 30, 2021
	Compared to
	Three Months Ended June 30, 2020
	Increase (Decrease)
	Due to						Total Increase
(Dollars in thousands)	Volume			Rate			(Decrease)
Interest income:
Interest earning deposits	$	34		$	(90	)	$	(56	)
Investment securities, available for sale		4			(32	)		(28	)
Investment securities, held to maturity		(5	)		4			(1	)
Other Investments		16			3			19
Loans receivable		4,641			(430	)		4,211
Total increase in interest income		4,690			(545	)		4,145

Interest expense:
Interest bearing deposits		137			(605	)		(468	)
PPPLF borrowings		-			-			-
FHLB advances and other borrowings		-			-			-
Subordinated debt		1			(2	)		(1	)
Junior subordinated debentures		-			(5	)		(5	)
Total increase in interest expense		138			(612	)		(474	)
Increase in net interest income	$	4,552		$	67		$	4,619

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 management deems appropriate 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 “—Financial Condition—Allowance for Loan Losses.”

The provision for loan losses for the three months ended June 30, 2021 was $361,000, compared to $1.9 million for the three months ended June 30, 2020. The allowance for loan losses as a percentage of loans was 1.20% at June 30, 2021, compared to 1.03% at June 30, 2020. As of June 30, 2021, there was $398.0 million in PPP loans included in our portfolio. These loans are 100% guaranteed by the SBA, and therefore we have not allocated any portion of our allowance to these 100% guaranteed loans. The allowance for loan losses to loans receivable, excluding the guaranteed PPP loans, is 1.57%. 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 provision for loan losses was increased in 2020 due to the change in economic outlook caused by the COVID-19 pandemic along with loan growth. The factors used in management’s analysis of the provision for loan losses resulted in a provision of $361,000 was needed for quarter ended June 30, 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 signs of improvement, with United States implementing $1.9 trillion in stimulus package, ongoing vaccination of its population and increased re-opening of business activities. We are not required to implement the provisions of the Current Expected Credit Loss (“CECL”) accounting standard until January 1, 2023, and therefore we are continuing to account for the allowance for loan losses under the incurred loss model. Credit quality has remained stable through June 30, 2021, as demonstrated by the low level of charge-offs and nonperforming loan balance. Nonperforming loans decreased $3.8 million, to $648,000, in the three months ended June 30, 2021, compared to $4.4 million for the quarter ended June 30, 2020. Nonperforming assets to total assets was 0.03% at June 30, 2021 compared to 0.26% at June 30, 2020. For a description of the Company’s nonperforming assets see “—Financial Condition—Nonperforming Assets.”

Pursuant to guidance from the federal bank regulatory agencies, the Company deferred and/or modified payments on loans to assist customers financially during the COVID-19 pandemic and economic shutdown. There was a total of $246.4 million, or 250 loans, which were deferred and/or modified payments under this guidance. As of June 30, 2021, $216.0 million, or 204 loans, have successfully resumed payments as scheduled, a total, $18.6 million, or 44 loans, have closed and paid-in-full, leaving $11.7 million, or two loans, on deferral. The purpose of this deferral and modification program is to provide cash flow relief for small business customers as they navigate through the uncertainties of the COVID-19 pandemic. The Company’s deferral program has been successful as evidenced by customers’ ability to migrate from deferral to active status and resume making payments as planned. The full extent of the long-term economic impact of the COVID-19 pandemic is unknown; however, we remain diligent in our efforts to communicate and proactively work with borrowers to help mitigate potential credit deterioration and loan losses.

Net charge-offs for the three months ended June 30, 2021 totaled $5,000, as compared to $8,000 for the three months ended June 30, 2020. Net charge-offs for both quarterly periods represented a non-material percentage of the value of total average loans.

Noninterest Income

Our primary sources of recurring noninterest income are deposit service charges and fees, BaaS fees, loan referral fees, and mortgage broker fees. Additionally, the gain on the sale of our Freeland branch was a contributing source of noninterest income for the three months ended June 30, 2021. 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 three months ended June 30, 2021, noninterest income totaled $4.8 million, an increase of $3.3 million, or 214.6%, compared to $1.5 million for the three months ended June 30, 2020.

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

	Three Months
	Ended June 30,				Increase			Percent
(Dollars in thousands)	2021		2020		(Decrease)			Change
Deposit service charges and fees	$	949	$	677	$	272			40.2	%
BaaS fees		1,424		475		949			199.8
Gain on sale of branch, net		1,263		-		1,263			100.0
Loan referral fees		806		70		736			1,051.4
Mortgage broker fees		253		152		101			66.4
Gain on sales of loans, net		31		-		31			100.0
Sublease and lease income		31		31		-			-
Other		25		115		(90	)		(78.3	)
Total noninterest income	$	4,782	$	1,520	$	3,262			214.6	%

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. Deposit service charges were $949,000 for the three months ended June 30, 2021, an increase of $272,000, or 40.2%, from $677,000 over the same period in the prior year. The increase in deposit service charges and fees was primarily the result of a $178,000 increase in point of sale fees, $51,000 increase in merchant services fee income, $18,000 increase in ATM fees, and $16,000 increase in overdraft fee income in the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020, during which the economy was impacted by initial the spread of COVID-19 pandemic.

BaaS Fees. Our CCBX division 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. BaaS fee income for the three months ended June 30, 2021 was $1.4 million compared to $475,000 for the three months ended June 30, 2020. The increase is the result of adding additional CCBX customers to active and implementation status. As of June 30, 2021, there were twelve active CCBX relationships, three in friends and family/testing, seven in onboarding/implementation, two signed letters of intent and a solid pipeline of potential new relationships. Included in BaaS fees is interchange income of $110,000 for the three months ended June 30, 2021, compared to zero interchange income for the three months ended June 30, 2020. 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 presented:

	As of
	June 30, 2021	June 30, 2020
Active	12	3
Friends and family / testing	3	2
Implementation / onboarding	7	2
Signed letters of intent	2	3
Total CCBX relationships	24	10

Gain on Sale of Branch, net. The previously announced sale of our Freeland branch closed on April 30, 2021. Noninterest income included $1.3 million gain from sale of the branch during the three months ended June 30, 2021. There was no similar income in the three months ended June 30, 2020.

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. We had $806,000 in income from loan referral fees for the three months ended June 30, 2021, compared to $70,000 for the three months ended June 30, 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 may recognize more or less, or may not recognize any, loan referral fees in some periods.

Mortgage Broker Fees. We earn mortgage broker fees for residential real estate loans that we broker through mortgage lenders. Mortgage broker fees increased $101,000 in the three months ended June 30, 2021 to $253,000, compared to $152,000 for the three months ended June 30, 2020 as a result of higher demand.

Gain on Sales 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 U.S. Department of Agriculture (“USDA”) loans that we originate. This activity fluctuates based on SBA and USDA loan activity. Gain on sale of loans totaled $31,000 for the three months ended June 30, 2021, compared to none for the three months ended June 30, 2020 as a result of more SBA and USDA loans being originated and sold to the secondary market.

Other. This category includes a variety of other income-producing activities, wire transfer fees, interest earned on bank owned life insurance (“BOLI”), annuity broker fees, and SBA and USDA servicing fees. Other noninterest income decreased $90,000 in the three months ended June 30, 2021, compared to the three months ended June 30, 2020 primarily due to market value charge on a new BOLI purchased in the three months ended June 30, 2021, partially offset by an increase in recoveries on operational losses.

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 component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expense, data processing expense, legal and professional fees, software license, maintenance and subscriptions, excise taxes and director and staff expenses.

For the three months ended June 30, 2021, noninterest expense totaled $13.7 million, an increase of $4.8 million, or 53.5%, compared to $8.9 million for the three months ended June 30, 2020.

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

	Three Months
	Ended June 30,				Increase		Percent
(Dollars in thousands)	2021		2020		(Decrease)		Change
Salaries and employee benefits	$	8,913	$	5,215	$	3,698		70.9	%
Occupancy		990		933		57		6.1
Data processing		734		621		113		18.2
Legal and professional fees		626		474		152		32.1
Software licenses, maintenance and subscriptions		543		311		232		74.6
Excise taxes		388		262		126		48.1
Director and staff expenses		318		187		131		70.1
FDIC assessments		225		74		151		204.1
Marketing		132		116		16		13.8
Business development		100		48		52		108.3
Other		762		704		58		8.2
Total noninterest expense	$	13,731	$	8,945	$	4,786		53.5	%

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 $8.9 million for the three months ended June 30, 2021, an increase of $3.7 million, or 70.9%, compared to $5.2 million for the three months ended June 30, 2020. The increase was primarily due to continued hiring staff for our CCBX and CCDB divisions and additional staff for our ongoing banking related growth initiatives. The increase in salary expense was a result of a decrease in deferred loan costs recorded as salary offsets, primarily from the slow-down of originating PPP loans, which was $861,000 lower for the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. As our CCBX and CCDB activities grow, we expect to continue to add employees to support these lines of business. As of June 30, 2021, we had 321 full-time equivalent employees, compared to 220 at June 30, 2020, a 45.9% increase.

Occupancy. Occupancy expenses were $990,000 for the three months ended June 30, 2021, compared to $933,000 for the three months ended June 30, 2020. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $386,000 and $311,000 for the three months ended June 30, 2021 and 2020, respectively. Occupancy expenses increased primarily as a result of higher depreciation expense resulting from growth in our CCBX and CCDB divisions. As we continue to grow, we expect occupancy expenses to increase.

Data Processing. Data processing costs were $734,000 for the three months ended June 30, 2021, compared to $621,000 for the three months ended June 30, 2020. 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 and CCDB data processing expenses are included in this category and are expected to increase incrementally as these divisions grow.

Legal and Professional Fees. Legal and professional costs were $626,000 for the quarter ended June 30, 2021, compared to $474,000 for the quarter ended June 30, 2020. Legal and professional costs fluctuate with the development of contracts for CCBX customers and are also impacted by our reporting cycle and timing of legal and professional services. The increase in legal and professional expenses is associated with consulting expenses related to monitoring for Bank Secrecy Act/Anti-Money Laundering, CCBX operations and higher costs related to legal and accounting work related to financial reporting.

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 $543,000 for the quarter ended June 30, 2021, compared to $311,000 for the prior year period. 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 and CCDB divisions.

Excise Taxes. Excise taxes were $388,000 for the three months ended June 30, 2021, compared to $262,000 for the three months ended June 30, 2020. Excise taxes are based on gross income of $24.4 million and $16.9 million for the three months ended June 30, 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.

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 $318,000 for the three months ended June 30, 2021, compared to $187,000 for the three months ended June 30, 2020, an increase of $131,000 or 70.1%. Increased expenses related to employee travel, continuing education and staff appreciation expenses contributed to the increase in the quarter ended June 30, 2021 compared to quarter ended June 30, 2020.

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 $225,000 for the three months ended June 30, 2021, compared to $74,000 for the three months ended June 30, 2020, an increase of $151,000. As deposits increase, the FDIC assessment expense generally will also increase.

Marketing. Marketing costs were $132,000 for the three months ended June 30, 2021, compared to $116,000 for the three months ended June 30, 2020. Marketing costs increased year over year due to a conscious effort to reduce general advertising costs last year during the COVID-19 pandemic. We expect to see advertising expenses increase as we deploy more branding and targeted advertising for the Bank, CCBX and CCDB.

Business Development. Business development costs were $100,000 for the three months ended June 30, 2021, compared to $48,000 for the three months ended June 30, 2020. Business development costs include sponsorships and other activities to cultivate business and community development. Business development expenses were reduced in the three months ended June 30, 2020 as a result of restrictions on in person meetings and business related activities due to the COVID-19 pandemic.

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. Other noninterest expense was $762,000 for the three months ended June 30, 2021, compared to $704,000 for the three months ended June 30, 2020. The increase was largely due to $100,000 more in BaaS expenses for the three months ended June 30, 2021, as compared to the same period last year, partially offset by $63,000 less in the provision for unfunded commitments.

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. For the three months ended June 30, 2021, income tax expense totaled $2.3 million, compared to $967,000 for the three months ended June 30, 2020. The $1.3 million increase in income tax expense is the result of higher net income. Additionally, we are now subject to various state taxes that are being assessed as a result of operations expanding into other states, which has increased the overall tax rate used in calculating the provision for income taxes in the current and future periods. Our effective tax rates for the three months ended June 30, 2021 and 2020 were 24.6% and 20.8%, respectively.

Comparison of Operating Results for the Six Months Ended June 30, 2021 and June 30, 2020

Results of Operations

Net Income

Net income for the six months ended June 30, 2021, was $13.0 million, or $1.05 per diluted share, compared to $6.4 million, or $0.52 per diluted share, for the six months ended June 30, 2020. The increase in net income over the comparable period in the prior year was attributable to a $10.6 million increase in net interest income, largely related to PPP and non-PPP loan growth. A reduction in the provision for loan losses of $2.8 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, also contributed to the increase in net income. The provision for loan losses increased in 2020 due to the change in economic outlook caused by the COVID-19 pandemic, however losses have not materialized as anticipated, and therefore a provision of $718,000 was recorded, for the six months ended June 30, 2021. For the six months ended June 30, 2021 there was $3.6 million increase in noninterest income, including $1.3 million gain on sale of the Freeland branch and $1.3 million more in BaaS fees as a result of growth in CCBX compared to the six months ended June 30, 2020. Noninterest expense for the six months ended June 30, 2021 was $8.1 million higher compared to the six months ended June 30, 2020, resulting from $5.7 million higher salaries and employee benefits as a result of growth in CCBX, CCDB and growth initiatives and increased legal, accounting and professional fees of $589,000 related to CCBX, financial reporting, and compliance consulting.

Net Interest Income

Net interest income for the six months ended June 30, 2021, was $35.9 million, compared to $25.4 million for the six months ended June 30, 2020, an increase of $10.6 million, or 41.7%. The increase in net interest income consisted of a $9.8 million, or 35.3%, in increased loan interest income as a result of higher volume and $1.4 million, or 51.4%, less in interest expense on deposits.

The increase in net interest income consisted of a $9.4 million, or 32.9%, increase in interest income coupled with a $1.2 million, or 37.2%, decrease in interest expense. The increase in interest income was primarily attributable to a $545.0 million, or 47.4%, increase in average loans outstanding for the six months ended June 30, 2021, compared to the prior year period, partially offset by a 0.38% decrease in yield on loans receivable from 4.85% for the six months June 30, 2020 to 4.47% for the six months ended June 30, 2021. The decrease in yield on loans receivable, as compared to the six months ended June 30, 2020, was largely due to an average balance of $492.7 million in PPP loans. Excluding PPP loans, the yield on loans receivable approximated 4.71% for the six months ended June 30, 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.” PPP loans have a 1.0% interest rate and an approximate yield of 3.77% for the six months ended June 30, 2021, after including the amortization of deferred fees and costs. For the six months ended June 30, 2021 $6.8 million of deferred fees were recognized. As of June 30, 2021, $12.4 million in net deferred fees on PPP loans remains to be recognized in interest income along with interest on loans. 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 deferred fees. Also contributing to the decline in loan yield is the current low interest rate environment which results in lower rates on our variable rate, new and renewing loans.

Yield on loans receivable, excluding earned fees, approximated 3.49% for the six months ended June 30, 2021 compared to 4.40% for the six months ended June 30, 2020. A reconciliation of this non-GAAP measure is set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” Although there are rate floors in place for $429.8 million, or 25.7%, in existing loans, the lower rates have a corresponding impact on yield on loans and subsequently the net interest margin in future periods. We expect rates to remain at this level in the near future.

The decrease in interest expense for the six months ended June 30, 2021 was the result of a 32 basis point, or 59.1%, decrease in cost of funds, bringing it to 0.22% for the six months ended June 30, 2021, compared to 0.54% for the six months ended June 30, 2020. In addition to the aforementioned low interest rate environment, which resulted in a lower interest rate paid on interest-bearing deposit accounts, we gained new customer relationships by originating PPP loans to noncustomers and they continue to move their banking/deposit relationships over to the Bank. As of June 30, 2021, there were a total of $267.4 million in CCBX deposits compared to $47.7 million at June 30, 2020. These increases in noninterest bearing and low interest rate interest bearing deposits helped contribute to the improved cost of funds for the six months ended June 30, 2021, as compared to the prior year period.

The average balance of interest-bearing deposits increased $210.4 million, or 31.5%, for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, but the average rate paid on interest bearing deposits was 50 basis points less for the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020. The increased balance compared to the six months ended

June 30, 2020 is primarily attributable to growth in core deposit accounts, which we define as deposits excluding all brokered and time deposits. Noninterest bearing deposits (such as demand or checking accounts) grew $330.5 million, or 73.9%. Average NOW (which are interest bearing checking accounts) and money market accounts grew $211.4 million, or 42.2%, and savings accounts increased $27.9 million, or 45.8% compared to June 30, 2020. Average non-core deposits decreased $28.9 million with time deposits decreasing $29.6 million, or 35.1%, partially offset by $677,000 increase in BaaS-brokered deposits, compared to June 30, 2020. As previously mentioned, the current low interest rate environment has impacted the rates that are paid on interest bearing accounts. The average rate paid on BaaS-brokered deposits decreased 36 basis points to 0.35%, and NOW and money market accounts decreased 49 basis points to 0.29% for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. The average rate paid on time deposits also decreased during this period. For time deposits less than $100,000, the rate decreased 50 basis points to 0.69% and for time deposits over $100,000, the average rate decreased 74 basis points to 0.82%, for the quarter ended June 30, 2021 as compared to the prior year period.

For the six months ended June 30, 2021, net interest margin (annualized net interest income divided by 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 3.73% and 3.56%, respectively, compared to 3.93% and 3.58%, respectively, for the six months ended June 30, 2020.

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 $8.2 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. A total of $6.8 million in PPP loan net fees were recognized in the six months ended June 30, 2021, compared to $1.9 million for the six months ended June 30, 2020. Yield on loans receivable was 4.47% for the six months ended June 30, 2021, compared to 4.85% for the six months ended June 30, 2020. Excluding PPP loans, the yield on loans receivable was 4.71% and 5.10% for the six months ended June 30, 2021, and June 30, 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.” For the six months ended June 30, 2021 and 2020, the amount of interest income not recognized on nonaccrual loans was not material.

	Average Balance Sheets
	For the Six Months Ended June 30,
	2021								2020
	Average			Interest &		Yield /			Average			Interest &		Yield /
(Dollars in thousands)	Balance			Dividends		Cost (4)			Balance			Dividends		Cost (4)
Assets
Interest earning assets:
Interest earning deposits	$	215,358		$	144		0.13	%	$	115,547		$	488		0.85	%
Investment securities, available for sale (1)		22,117			36		0.33			20,265			133		1.32
Investment securities, held to maturity (1)		2,478			16		1.30			4,173			39		1.88
Other Investments		6,460			138		4.31			5,174			105		4.08
Loans receivable (2)		1,695,772			37,595		4.47			1,150,797			27,781		4.85
Total interest earning assets		1,942,185			37,929		3.94			1,295,956			28,546		4.43
Noninterest earning assets:
Allowance for loan losses		(19,563	)							(12,610	)
Other noninterest earning assets		71,349								56,654
Total assets	$	1,993,971							$	1,340,000

Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing deposits	$	878,740		$	1,288		0.30	%	$	668,381		$	2,650		0.80	%
PPPLF borrowings		138,536			240		0.35			53,722			94		0.35
FHLB advances and other borrowings		24,999			141		1.14			16,425			91		1.11
Subordinated debt		9,996			291		5.87			9,982			293		5.90
Junior subordinated debentures		3,585			42		2.36			3,583			61		3.42
Total interest bearing liabilities		1,055,856			2,002		0.38			752,093			3,189		0.85
Noninterest bearing deposits		777,693								447,189
Other liabilities		12,336								12,520
Total shareholders' equity		148,086								128,198
Total liabilities and shareholders' equity	$	1,993,971							$	1,340,000
Net interest income				$	35,927							$	25,357
Interest rate spread							3.56	%							3.58	%
Net interest margin (3)							3.73	%							3.93	%

(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 annualized net interest income divided by average total interest earning assets.

(4)

Yields and costs are annualized.

	Six Months Ended June 30, 2021
	Compared to
	Six Months Ended June 30, 2020
	Increase (Decrease)
	Due to						Total Increase
(Dollars in thousands)	Volume			Rate			(Decrease)
Interest income:
Interest earning deposits	$	65		$	(409	)	$	(344	)
Investment securities, available for sale		3			(100	)		(97	)
Investment securities, held to maturity		(11	)		(12	)		(23	)
Other Investments		27			6			33
Loans receivable		12,005			(2,191	)		9,814
Total increase in interest income		12,089			(2,706	)		9,383

Interest expense:
Interest bearing deposits		301			(1,663	)		(1,362	)
PPPLF borrowings		146			-			146
FHLB advances		48			2			50
Subordinated debt		-			(2	)		(2	)
Junior subordinated debentures		-			(19	)		(19	)
Total increase in interest expense		495			(1,682	)		(1,187	)
Increase in net interest income	$	11,594		$	(1,024	)	$	10,570

Provision for Loan Losses

The provision for loan losses for the six months ended June 30, 2021 was $718,000, compared to $3.5 million for the six months ended June 30, 2020. The allowance for loan losses as a percentage of loans was 1.20% at June 30, 2021, compared to 1.03% at June 30, 2020. As of June 30, 2021, there was $398.0 million in PPP loans included in our portfolio. These loans are 100% guaranteed by the SBA, and therefore we have not allocated any portion of our allowance to these 100% guaranteed loans. The allowance for loan losses to loans receivable, excluding the guaranteed PPP loans, is 1.57%. 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 provision for loan losses was increased in 2020 due to the change in economic outlook caused by the COVID-19 pandemic along with loan growth. The factors used in management’s analysis of the provision for loan losses resulted in a provision of $718,000 for the six months ended June 30, 2021. The expected 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 signs of improvement, with United States implementing substantial economic stimulus legislation, ongoing vaccination of its population and increased re-opening of business activities. We are not required to implement the provisions of CECL accounting standard until January 1, 2023, and therefore we are continuing to account for the allowance for loan losses under the incurred loss model. Credit quality has remained stable through June 30, 2021, as demonstrated by the low level of charge-offs and nonperforming loan balance. Nonperforming loans decreased $3.8 million, to $648,000, at June 30, 2021, compared to $4.4 million at June 30, 2020. Nonperforming assets to total assets was 0.03% at June 30, 2021 compared to 0.26% at June 30, 2020. For a description of the Company’s nonperforming assets see “—Financial Condition—Nonperforming Assets.”

Pursuant to federal guidance, the Company deferred and/or modified payments on loans to assist customers financially during the COVID-19 pandemic and economic shutdown. There was a total of $246.4 million, or 250 loans, granted deferred and/or modified payments under this guidance. As of June 30, 2021, $216.0 million, or 204 loans, have successfully resumed payments as scheduled, a total, $18.6 million, or 44 loans, have closed and paid-in-full, leaving $11.7 million, or two loans, that are expected to come off

deferral in the third quarter of 2021, on deferral. The purpose of this program is to provide cash flow relief for small business customers as they navigate through the uncertainties of the COVID-19 pandemic. The Company’s deferral program has been successful as evidenced by customers’ ability to migrate from deferral to active status and resume making payments as planned. The full extent of the long-term economic impact of the COVID-19 pandemic is unknown; however, we remain diligent in our efforts to communicate and proactively work with borrowers to help mitigate potential credit deterioration and loan losses.

Net charge-offs for the six months ended June 30, 2021 totaled $14,000, or 0.00% (annualized) of total average loans, as compared to $131,000, or 0.02% (annualized) of total average loans, for the six months ended June 30, 2020.

Noninterest Income

Our primary sources of recurring noninterest income are deposit service charges and fees, BaaS fees, loan referral fees and mortgage broker fees. Also contributing to noninterest income in the six months ended June 30, 2021, was the gain on the sale of the Freeland branch. 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 six months ended June 30, 2021, noninterest income totaled $7.8 million, an increase of $3.6 million, or 85.3%, compared to $4.2 million for the six months ended June 30, 2020.

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

	Six Months
	Ended June 30,				Increase			Percent
(Dollars in thousands)	2020		2019		(Decrease)			Change
Deposit service charges and fees	$	1,812	$	1,400	$	412			29.4	%
BaaS fees		2,372		1,054		1,318			125.0
Loan referral fees		1,403		1,123		280			24.9
Gain on sales of branch, net		1,263		-		1,263			100.0
Mortgage broker fees		515		314		201			64.0
Gain on sales of loans, net		161		-		161			100.0
Sublease and lease income		63		61		2			3.3
Other		177		239		(62	)		(25.9	)
Total noninterest income	$	7,766	$	4,191	$	3,575			85.3	%

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 one of the largest components of our noninterest income. Deposit service charges were $1.8 million for the six months ended June 30, 2021, an increase of $412,000, or 29.4%, from $1.4 million over the same period in the prior year. The increase in deposit service charges and fees was primarily the result of $320,000 increase in point of sale fees, $67,000 increase in merchant services fee income, and $24,000 increase in ATM fees in the six months ended June 30, 2021 compared to the six months ended June 30, 2020, during which the economy was impacted by the spread of COVID-19 pandemic.

BaaS Fees. Our CCBX division provides BaaS offerings that enable broker dealers and digital financial service providers to offer their customers banking services. Included in BaaS fees is interchange income of $145,000 for the six months ended June 30, 2021, compared to zero interchange income for the three months ended June 30, 2020. In exchange for providing these services, we earn fixed fees, volume-based fees and reimbursement of costs depending on the contract. BaaS fee income for the six months ended June 30, 2021 was $2.4 million compared to $1.1 million for the six months ended June 30, 2020. The increase is the result of new CCBX customers actively offering services to their customers. As of June 30, 2021, there were twelve active CCBX relationships, three in friends and family/testing, seven in onboarding/implementation, two signed letters of intent and a solid pipeline of potential new relationships. 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 presented:

	As of
	June 30, 2021	June 30, 2020
Active	12	3
Friends and family / testing	3	2
Implementation / onboarding	7	2
Signed letters of intent	2	3
Total CCBX relationships	24	10

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. We had $1.4 million in income from loan referral fees for the six months ended June 30, 2021, compared to $1.1 million for the six months ended June 30, 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 may recognize more, less or not recognize any, loan referral fees in some periods.

Gain on Sale of Branch, net. The previously announced sale of our Freeland branch closed on April 30, 2021. Noninterest income included $1.3 million gain from sale of the branch during the six months ended June 30, 2021. There was no similar income in the six months ended June 30, 2020.

Mortgage Broker Fees. We earn mortgage broker fees for residential real estate loans that we broker through mortgage lenders. Mortgage broker fees increased $201,000 in the six months ended June 30, 2021 to $515,000, compared to $314,000 in the same period in 2020 as a result of increased demand from lower interest rates on mortgages.

Gain on Sales 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 was $161,000 for the six months ended June 30, 2021 and we did not sell the guaranteed portion of any SBA or USDA loans in the six months ended June 30, 2020, therefore we had no income for that period.

Other. This category includes a variety of other income-producing activities, annuity broker fees, earnings on BOLI and SBA and USDA servicing fees. Other noninterest income decreased $62,000 in the six months ended June 30, 2021, compared to the same period in 2020 which is related to the market value adjustment on a new BOLI policy purchased during the six months ended June 30, 2021. We anticipate that the new BOLI policy will produce market gains in future periods.

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 component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expense, data processing expense, legal and professional fees, software licenses, maintenance and subscriptions and director and staff expense.

For the six months ended June 30, 2021, noninterest expense totaled $26.1 million, an increase of $8.1 million, or 45.2%, compared to $18.0 million for the six months ended June 30, 2020.

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

	Six Months
	Ended June 30,				Increase			Percent
(Dollars in thousands)	2021		2020		(Decrease)			Change
Salaries and employee benefits	$	16,599	$	10,898	$	5,701			52.3	%
Occupancy		2,048		1,860		188			10.1
Data processing		1,431		1,172		259			22.1
Legal and professional fees		1,386		797		589			73.9
Software licenses, maintenance and subscriptions		1,027		582		445			76.5
Excise taxes		747		465		282			60.6
Director and staff expenses		538		457		81			17.7
FDIC assessments		420		144		276			191.7
Marketing		214		228		(14	)		(6.1	)
Business development		199		173		26			15.0
Other		1,474		1,188		286			24.1
Total noninterest expense	$	26,083	$	17,964	$	8,119			45.2	%

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 $16.6 million for the six months ended June 30, 2021, an increase of $5.7 million, or 52.3%, compared to $10.9 million for the six months ended June 30, 2020. The increase was primarily due to hiring staff for our CCBX and CCDB divisions and additional staff for our ongoing banking related growth initiatives. Bonus and incentive expense was $1.3 million higher for the six months ended June 30, 2021 due 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 $318,000 higher and lowered expense by that same amount, for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. As our CCBX and CCDB activities grow, we expect to continue to add employees to support these lines of business. As of June 30, 2021, we had 321 full-time equivalent employees, compared to 220 at June 30, 2020, a 45.9% increase.

Occupancy Expenses. Occupancy expenses were $2.0 million for the six months ended June 30, 2021, compared to $1.9 million for the six months ended June 30, 2020. This category includes building, leasehold, furniture, fixtures and equipment depreciation totaling $801,000 and $620,000 for the six months ended June 30, 2021 and 2020, respectively, an increase of $182,000. Occupancy expenses increased primarily as a result of higher depreciation expense resulting from growth in our CCBX division. As we continue to grow, we expect occupancy expenses to increase in future periods.

Data Processing. Data processing costs were $1.4 million for the six months ended June 30, 2021, compared to $1.2 million for the six months ended June 30, 2020. Data processing costs include all of our customer transaction processing and data storage, computer processing, and network costs. Data processing costs grow as we add new products, customers and branches. Additionally, CCBX data processing expenses are included in this category and are expected to increase incrementally as the CCBX transactions increase.

Legal and Professional Fees. Legal and professional costs were $1.4 million for the six months ended June 30, 2021 compared to $797,000 for the six months ended June 30, 2020. Legal and professional costs fluctuate with the development of contracts for CCBX customers and are also impacted by our reporting cycle and timing of legal and professional services. Contributing to the increase in legal and professional expenses is consulting expenses related to monitoring for Bank Secrecy Act/Anti-Money Laundering, CCBX operations and higher costs related to legal and accounting work related to financial reporting.

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 $1.0 million for the six months ended June 30, 2021, compared to $582,000 for the prior year period. 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 and CCDB divisions.

Excise Taxes. Excise taxes were $747,000 for the six months ended June 30, 2021, compared to $465,000 for the six months ended June 30, 2020. Excise taxes are based on gross income of $45.7 million and $32.7 million for the six months ended June 30, 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.

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 $538,000 for the six months ended June 30, 2021 and $457,000 for the six months ended June 30, 2020. Changes to director compensation in October 2020 combined with increased employee appreciation expenses contributed to the increase in expense year over year.

Marketing. Marketing costs were $214,000 for the six months ended June 30, 2021, compared to $228,000 for the six months ended June 30, 2020. Marketing costs were relatively flat year over year as a result of reduced marketing during the COVID-19 pandemic, however, as we continue to expand our CCBX and CCDB divisions, offer new products and services and grow our brand, we expect marketing costs to increase.

Business Development. Business development costs were $199,000 for the six months ended June 30, 2021, compared to $173,000 for the six months ended June 30, 2020. Business development costs include sponsorships and other activities to cultivate business and community development. These expenses are increasing to a more typical level as business activities resume, but were reduced as a result of restrictions on in person meetings and business related activities in 2020 due to the COVID-19 pandemic.

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. Other noninterest expenses were $1.5 million for the six months ended June 30, 2021, compared to $1.2 million for the six months ended June 30, 2020. The increase was largely due to a $189,000 increase in BaaS expenses, $52,000 increase in provision for unfunded commitments and overall growth for the six months ended June 30, 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. For the six months ended June 30, 2021, income tax expense totaled $3.9 million, compared to $1.7 million for the six months ended June 30, 2020. Additionally, we are now subject to various state taxes that are being assessed as a result of operations expanding into other states, which has increased the overall rate used in calculating the provision for income taxes in the current and future periods. Our effective tax rates for the six months ended June 30, 2021 was 22.9% compared to 20.8% for the six months ended June 30, 2020.

Financial Condition

The Company’s total assets increased $241.0 million, or 13.6%, to $2.01 billion at June 30, 2021 from $1.77 billion at December 31, 2020. The increase is primarily the result of $111.0 million growth in loans receivable during the six months ended June 30, 2021. As of June 30, 2021 $398.0 million in PPP loans remain on the balance sheet. These PPP loans are 100% guaranteed by the SBA and have a rate of 1.0%, and an approximate yield of 3.77% for the six months ended June 30, 2021.

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 June 30, 2021, loans receivable totaled $1.66 billion, an increase of $111.0 million, or 7.2%, compared to December 31, 2020. The increase was largely due to $86.4 million in non-PPP loan growth and $32.2 million in PPP loan growth. Our efforts to provide community assistance through the PPP loans, which resulted in $311.0 million in new PPP loans during the six months ended June 30, 2021, partially offset by $278.8 million in forgiveness payments or principal paydowns, resulted in the $32.2 million net increase in PPP loans as of June 30, 2021, compared to December 31, 2020. Additionally, unused loan commitments increased, with capital call lines increasing $158.6 million to $286.8 million at June 30, 2021 compared to $128.2 million at December 31, 2020, which may translate to loan growth in future periods as the commitments are utilized.

Loans as a percentage of deposits were 92.0% as of June 30, 2021, compared to 108.9% as of December 31, 2020. We remain focused on serving our communities and markets by growing loans and funding those loans with customer deposits. The loan to deposit ratio was over 100.0% at December 31, 2020 largely due to the high volume of PPP loans, but as these loans have been forgiven or paid off, the loan to deposit ratio has decreased.

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

	As of June 30, 2021						As of December 31, 2020
(Dollars in thousands)	Amount			Percent			Amount			Percent
Commercial and industrial loans:
PPP loans	$	398,038			23.8	%	$	365,842			23.5	%
All other commercial & industrial loans		201,680			12.0			173,358			11.1
Total commercial and industrial loans:		599,718			35.8			539,200			34.6
Real estate loans:
Construction, land and land development		116,733			7.0			94,423			6.1
Residential real estate		143,574			8.6			143,869			9.2
Commercial real estate		807,711			48.2			774,925			49.8
Consumer and other loans		7,161			0.4			3,916			0.3
Gross loans receivable		1,674,897			100.0	%		1,556,333			100.0	%
Net deferred origination fees - PPP loans		(12,363	)					(5,803	)
Net deferred origination fees - all other loans		(4,385	)					(3,392	)
Loans receivable	$	1,658,149					$	1,547,138

Commercial and Industrial Loans. Commercial and industrial loans increased $60.5 million, or 11.2%, to $599.7 million as of June 30, 2021, from $539.2 million as of December 31, 2020. 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. Commercial and industrial loans are typically 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.

Included in this balance is $98.9 million in capital call lines resulting from relationships with our CCBX customers as of June 30, 2021.

In the first two rounds of the PPP loan program in 2020, our work with the SBA to help small businesses as provided in the CARES Act and subsequent legislation resulted in a total of $452.8 million in PPP loans, with a total of $12.9 million in net deferred fees. This includes over 2,800 loans, helping over 40,600 employees in our communities. PPP loans have a maximum maturity of five years, bear a 1.0% interest rate and may be forgiven by the SBA if certain criteria are met. The deferred fees are or will be recognized in interest income over the life of the loans; however, if loans are forgiven or paid off remaining deferred fees will be recognized in the period the forgiveness or payoff occurs.

The third round of the PPP loan program opened for applications on January 19, 2021 and closed on May 31, 2021. In this latest round of PPP loans, we funded $311.0 million in PPP loans, and net deferred fees on these loans totaled $13.3 million. Round three PPP loans have a maturity of five years. 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.

We are accepting applications from customers for loan forgiveness. During the six months ended June 30, 2021, we received $278.8 million in forgiveness payments or principal paydowns. In order to obtain loan forgiveness, a PPP borrower must submit a forgiveness application. We expect that the pace of forgiveness of PPP loans will remain fairly steady throughout 2021, and start declining in the fourth quarter of 2021 as the covered periods will have passed and payments will start up gradually for loans originated earlier in the year. Legislation extended the initial payment deferral period on PPP loans, and PPP borrowers with two-year loans can work with their lender to extend to a five year maturity, which we anticipate could be a popular approach for customers whose PPP loans are not eligible for forgiveness or who have only received partial forgiveness. Forgiveness of principal, early paydowns and payoffs on PPP loans will increase interest income earned in those periods from the recognition of deferred PPP loan fees.

As of June 30, 2021, we have a total of $398.0 million in PPP loans. This includes all the rounds of the PPP loan program and is net of forgiveness or principal paydowns received on PPP loans. Net deferred fees of $12.4 million remains on these loans, and will be recognized in interest income in future periods. We were able to provide loans to our existing customers and also provide assistance to new customers, by taking a proactive approach and reaching out to the communities we serve to offer assistance through the PPP.

Commercial Real Estate Loans. Commercial real estate loans increased $32.8 million, or 4.2%, to $807.7 million as of June 30, 2021, from $774.9 million as of December 31, 2020. 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 June 30, 2021, approximately 31.0% of the commercial real estate loan portfolio consisted of fixed rate loans. Commercial real estate loans represented 48.2% of our loan portfolio at June 30, 2021 and are historically our largest source of revenue. As of June 30, 2021, we held $29.5 million in purchased commercial real estate loans, compared to $29.6 million at December 31, 2020. The addition of the $398.0 million in PPP loans as commercial and industrial loans has significantly impacted the composition of our loan portfolio; without the PPP loans, commercial real estate loans would represent approximately 63.3% of the loan portfolio, which is more in line with what it has been historically. The Bank actively seeks commercial real estate loans in our markets and our lenders are experienced in originating and competing for these loans. 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.

Residential Real Estate Loans. Our residential real estate loans decreased $295,000, or 0.2%, from $143.9 million at December 31, 2020 to $143.6 million at June 30, 2021. We originate one-to-four 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 June 30, 2021, the balance of our ARM portfolio loans was $20.3 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. As of June 30, 2021, we held $14.1 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 June 30, 2021, residential real estate loans made to investors and business owners totaled $82.4 million, compared to $84.3 million as of December 31, 2020.

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.

Construction, Land and Land Development Loans. Construction, land and land development loans increased $22.3 million, or 23.6%, to $116.7 million as of June 30, 2021, from $94.4 million as of December 31, 2020. We have a number of construction loans that have been approved, primarily for commercial projects, where the borrower has not requested the funds, resulting in our unfunded construction and development commitments increasing to $125.8 million at June 30, 2021, from $88.4 million at December 31, 2020. As of June 30, 2021, we held $17.3 million in purchased construction, land and land development loans, compared to $15.3 million at December 31, 2020.

Although we have seen a strong commercial and residential real estate market in the Puget Sound region thus far in 2021, the full extent of the long-term effects of the COVID-19 pandemic remain to be seen. We anticipate that as projects continue we will see drawdowns on the available commitments.

Consumer and Other. Consumer and other loans totaled $7.2 million as of June 30, 2021, increasing $3.2 million from $3.9 million at December 31, 2020. Our consumer and other loans are comprised of personal lines of credit, automobile, boat, and recreational vehicle loans, and secured term loans.

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 are commercial real estate, commercial and industrial, and construction, land and land development loans. Together they represent $1.13 billion in outstanding loan balances, or 88.2% of total gross loans outstanding, excluding PPP loans of $398.0 million as of June 30, 2021. When combined with $544.1 million in unused commitments, the total of these three categories is $1.62 billion, or 88.8%, of total outstanding loans and loan commitments.

Commercial Real Estate Loans. Commercial real estate loans represents the largest segment of our loans, comprising 63.3% of our total balance of outstanding loans, excluding PPP loans, as of June 30, 2021. Unused commitments to extend credit represents an additional $18.2 million, the combined total exposure in commercial real estate loans represents $825.9 million, or 45.4%, of our total outstanding loans and loan commitments, excluding PPP loans, as of June 30, 2021.

The following table summarizes our concentration by industry for our commercial real estate loan portfolio as of June 30, 2021:


(Dollars in thousands, unaudited)	Outstanding Balance		Available Loan Commitments		Total Exposure		% of Total Loans (Outstanding Balance & Available Commitment)			Average Loan Balance		Number of Loans
Apartments	$	124,057	$	2,466	$	126,523		6.9	%	$	1,676		74
Hotel/Motel		111,831		228		112,059		6.2			4,301		26
Office		91,200		3,218		94,418		5.2			970		94
Retail		83,957		2,630		86,587		4.8			1,012		83
Warehouse		74,164		1,480		75,644		4.2			1,514		49
Convenience Store		73,584		1,093		74,677		4.1			1,795		41
Mixed use		69,092		1,717		70,809		3.9			823		84
Mini Storage		44,085		174		44,259		2.4			2,755		16
Manufacturing		38,165		600		38,765		2.1			1,123		34
Groups < 2.0% of total		97,576		4,577		102,153		5.6			1,267		77
Total	$	807,711	$	18,183	$	825,894		45.4	%	$	1,397		578

Commercial and Industrial Loans. Commercial and industrial loans comprise 15.8% of our total balance of outstanding loans, excluding PPP loans, as of June 30, 2021. Unused commitments to extend credit represents an additional $347.1 million, the combined total exposure in commercial and industrial loans represents $548.8 million, or 30.1%, of our total outstanding loans and loan commitments, excluding PPP loans, as of June 30, 2021.

The following table summarizes our concentration by industry for our commercial and industrial loan portfolio as of June 30, 2021:

(Dollars in thousands, unaudited)	Outstanding Balance		Available Loan Commitments		Total Exposure		% of Total Loans (Outstanding Balance & Available Commitment)			Average Loan Balance		Number of Loans
Capital Call Lines	$	98,905	$	286,775	$	385,680		21.2	%	$	1,124		88
Construction/Contractor Services		13,930		25,222		39,152		2.2			92		152
Financial Institutions		20,150		-		20,150		1.1			3,358		6
Manufacturing		10,939		6,699		17,638		1.0			185		59
Medical / Dental / Other Care		10,386		4,153		14,539		0.8			185		56
Retail		7,793		4,710		12,503		0.7			312		25
Groups < 0.70% of total		39,577		19,549		59,126		3.2			141		281
Total	$	201,680	$	347,108	$	548,788		30.1	%	$	302		667

Construction, Land and Land Development Loans. Construction, land and land development loans comprise 9.1% of our total balance of outstanding loans, excluding PPP loans, as of June 30, 2021. Unused commitments to extend credit represents an additional $125.8 million, the combined total exposure in construction, land and land development loans represents $242.6 million, or 13.3%, of our total outstanding loans and loan commitments, excluding PPP loans, as of June 30, 2021.

The following table details our concentration for our construction, land and land development loan portfolio as of June 30, 2021:

(Dollars in thousands, unaudited)	Outstanding Balance		Available Loan Commitments		Total Exposure		% of Total Loans (Outstanding Balance & Available Commitment)			Average Loan Balance		Number of Loans
Commercial construction	$	65,895	$	106,626	$	172,521		9.5	%	$	2,126		31
Residential construction		17,685		15,640		33,325		1.8			680		26
Land development		13,626		1,963		15,589		0.9			852		16
Developed land loans		14,221		1,598		15,819		0.9			474		30
Undeveloped land loans		5,306		-		5,306		0.3			379		14
Total	$	116,733	$	125,827	$	242,560		13.3	%	$	998		117

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 the COVID-19 pandemic. 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 $648,000 in nonperforming assets, as of June 30, 2021, compared to $712,000 as of December 31, 2020. There were no loans more than 90 days past due and still accruing interest as of June 30, 2021 and December 31, 2020. Our nonperforming loans to loans receivable ratio was 0.04% at June 30, 2021, compared to 0.05% at December 31, 2020. Commercial and industrial nonaccrual loans totaled $482,000 at June 30, 2021 and consisted of three lending relationships. Residential real estate nonaccrual loans totaled $166,000 and consisted of two lending relationships. Principal reductions resulted in an overall decrease in our ratios of nonperforming loans and nonperforming assets to total assets as of June 30, 2021 compared to December 31, 2020.

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 loan balance for the quarter ended June 30, 2021. The full extent of the long-term economic impact of the COVID-19 pandemic still remains unknown; however, we remain diligent in our efforts to communicate and proactively work with borrowers to help mitigate potential credit deterioration. Credit administration is closely analyzing higher risk segments within the loan portfolio, monitoring and tracking loan payment deferrals and customer liquidity, and providing timely reporting to management and the board of directors. Increased stimulus, ongoing vaccinations, and reopening of the economy are expected to help the economic recovery and borrower performance.

Pursuant to guidance from the federal bank regulatory agencies, the Company deferred and/or modified payments on loans to assist customers financially during the COVID-19 pandemic. In addition to the PPP loans we made to assist customers, as of June 30, 2021, we have $11.7 million in deferred and/or modified payments, pursuant to federal guidance, representing two loans. In total, we have deferred or modified payments on 250 loans, or $241.6 million, per the federal guidance. As of June 30, 2021, $216.0 million, or 204 loans, have successfully resumed payments as scheduled, $18.6 million, or 44 loans, have closed and paid-in-full, leaving $11.7 million, or two loans, on deferral. All of the loans on deferred or modified status as of June 30, 2021 are scheduled to return to active status in the third quarter of 2021. In accordance with GAAP, the CARES Act, as amended by the Consolidated Appropriations Act, 2021, and interagency guidance issued on March 22, 2020 and April 7, 2020, short-term modifications, made on a good faith basis in response to the COVID-19 pandemic to borrowers that were current prior to any relief, are not classified as TDRs.

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

	As of			As of
	June 30,			December 31,
(Dollars in thousands)	2021			2020
Nonaccrual loans:
Commercial and industrial loans	$	482		$	537
Real estate loans:
Residential real estate		166			175
Total nonaccrual loans		648			712
Accruing loans past due 90 days or more:
Total accruing loans past due 90 days or more		-			-
Total nonperforming loans		648			712
Real estate owned		-			-
Repossessed assets		-			-
Troubled debt restructurings, accruing		-			-
Total nonperforming assets	$	648		$	712
Total nonperforming loans to loans receivable		0.04	%		0.05	%
Total nonperforming assets to total assets		0.03	%		0.04	%

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.

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.

As of June 30, 2021, the allowance for loan losses totaled $20.0 million, or 1.20% of total loans. As of December 31, 2020, the allowance for loan losses totaled $19.3 million, or 1.25% of total loans. Included in total loans is $398.0 million in PPP loans which are 100% guaranteed by the SBA. Our allowance for loan losses as of June 30, 2021 increased by $704,000, or 3.7%, compared to December 31, 2020, primarily due to non-PPP loan growth. The allowance for loan losses to loans receivable, excluding the guaranteed PPP loans, is approximately 1.57% at June 30, 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.”

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

	As of or for the Three						As of or for the Six
	Months Ended						Months Ended
	June 30,						June 30,
(Dollars in thousands)	2021			2020			2021			2020
Allowance at beginning of period	$	19,610		$	12,925		$	19,262		$	11,470

Provision for loan losses		361			1,930			718			3,508

Charge-offs:
Commercial and industrial loans		2			11			16			130
Consumer and other		10			2			14			7
Total charge-offs		12			13			30			137

Recoveries:
Commercial and industrial loans		-			4			5			5
Consumer and other		7			1			11			1
Total recoveries		7			5			16			6

Net charge-offs		5			8			14			131
Allowance at end of period	$	19,966		$	14,847		$	19,966		$	14,847
Allowance to nonperforming loans		3081.17	%		334.77	%		3081.17	%		334.77	%
Allowance to loans receivable		1.20	%		1.03	%		1.20	%		1.03	%
Net charge-offs to average loans (1)		0.00	%		0.00	%		0.00	%		0.02	%

(1)Ratios for the three and six months ended June 30, 2021 and 2020 are annualized.

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 the subsequent impact to the economy, we increased our provision during the year ended December 31, 2020. The provision for the three and six months ended June 30, 2021, was based primarily on non-PPP loan growth during the quarter. The economic outlook has improved with additional substantial economic stimulus legislation, increased vaccination leading to herd immunity, and the re-opening of activities previously restricted. However, if the COVID-19 pandemic, including the emergence of variant strains of the virus, worsens, preventing businesses and consumers from conducting business in the ordinary course, Washington state and the Puget Sound region may experience a continued economic downturn, and our asset quality could deteriorate, which may require material additional provisions for loan losses. We remain focused on working with the communities we serve, offering payment deferrals and other resources available under the CARES Act to provide financial assistance to businesses and consumers until they are able recover from this uncertain and trying time.

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 June 30, 2021, 87.5% of our investment portfolio consisted primarily of U.S. Treasury securities. The remainder of our securities portfolio was invested in U.S. Agency residential mortgage-backed securities, municipal bonds and U.S. Agency collateralized mortgage obligations. 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 June 30, 2021, our loan-to-deposit ratio was 92.0%. 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 June 30, 2021, the carrying amount of our investment securities totaled $27.4 million, an increase of $4.2 million, or 18.0%, compared to $23.2 million as of December 31, 2020. The increase in the securities portfolio was due to the purchase of a $5.0 million Treasury securities during the quarter ended June 30, 2021, which was needed to pledge as collateral for Washington public funds as required in the depository pledge agreement with the Washington Public Funds Commission, partially offset by maturities and 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.

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

	As of				As of
	June 30, 2021				December 31, 2020
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Securities available-for-sale:
U.S. Treasury securities	$	24,999	$	24,992	$	19,997	$	20,028
U.S. Agency collateralized mortgage obligations		80		83		96		100
U.S. Agency residential mortgage-backed securities		7		7		10		10
Municipal bonds		253		259		254		261
Total available-for-sale securities		25,339		25,341		20,357		20,399
Securities held-to-maturity:
U.S. Agency residential mortgage-backed securities		2,101		2,179		2,848		2,957
Total held-to-maturity securities		2,101		2,179		2,848		2,957
Total investment securities	$	27,440	$	27,520	$	23,205	$	23,356

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.

Total deposits as of June 30, 2021 were $1.80 billion, an increase of $380.4 million, or 26.8%, compared to $1.42 million as of December 31, 2020. The overall increase in total deposits was achieved despite a decrease of $25.4 million in total deposits compared to December 31, 2020, due to the sale of our Freeland branch. Included in total deposits is $267.4 million in deposits derived from CCBX deposit relationships, an increase of $198.7 million, or 289.3%, compared to $68.7 million as of December 31, 2020. The deposits from our CCBX division 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. The increase was largely in core deposits, which increased $395.9 million to $1.72 billion from $1.33 billion at December 31, 2020. The increase in core deposits is primarily the result of expanding and growing banking relationships with new customers and growth in our CCBX division. We define core deposits as all deposits except time deposits and 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.

Noninterest bearing deposits as of June 30, 2021 were $887.9 million, an increase of $295.6 million, or 49.9%, compared to $592.3 million as of December 31, 2020. The increase is primarily the result of expanding and growing banking relationships with new customers, including deposit relationships from PPP loans made to noncustomers, who moved their banking relationship to the Bank, and growth in our CCBX division. Noninterest bearing deposits represent 49.3% and 41.7% of total deposits for June 30, 2021 and December 31, 2020, respectively.

Total interest bearing account balances, excluding time deposits, as of June 30, 2021 were $863.6 million, an increase of $94.2 million, or 12.2%, from $769.4 million as of December 31, 2020. Included in interest bearing account balances is $27.4 million in BaaS-brokered deposits, an decrease of $6.1 million from December 31, 2020. Also included in interest bearing deposits is $8.2 million in reciprocal deposits.

Total time deposit balances as of June 30, 2021 were $50.2 million, a decrease of $9.5 million, or 15.9%, from $59.6 million as of December 31, 2020. The decrease is due to the strong increase in core deposits, and thus not requiring the replacement of time deposits 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					As of
	June 30, 2021					December 31, 2020
			Percent of					Percent of
(Dollars in thousands)	Amount		Total Deposits			Amount		Total Deposits
Demand, noninterest bearing	$	887,896		49.3	%	$	592,261		41.7	%
NOW and money market		743,014		41.2			658,323		46.3
Savings		93,224		5.2			77,611		5.4
Total core deposits		1,724,134		95.7			1,328,195		93.4
BaaS-brokered deposits		27,388		1.5			33,482		2.4
Time deposits less than $100,000		16,302		0.9			19,315		1.4
Time deposits $100,000 and over		33,854		1.9			40,315		2.8
Total	$	1,801,678		100.0	%	$	1,421,307		100.0	%

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 June 30, 2021		As of December 31, 2020
Maturity Period:
Three months or less	$	9,842	$	11,050
Over three through six months		5,520		7,799
Over six through twelve months		11,281		13,006
Over twelve months		7,211		8,460
Total	$	33,854	$	40,315
Weighted average maturity (in years)		0.85		0.70

Average deposits for the three months ended June 30, 2021 were $1.77 billion, an increase of 41.2% compared to $1.25 billion for the three months ended June 30, 2020. Average deposits for the six months ended June 30, 2021 were $1.66 billion, an increase of 48.5% compared to $1.12 billion for the six months ended June 30, 2020. The increase in average deposits for both these periods 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 our business development officers, branch managers and lenders.

The average rate paid on total deposits was 0.14% for the three months ended June 30, 2021, compared to 0.35% for the three months ended June 30, 2020. The average rate paid on NOW and money market accounts decreased 32 basis points for the three months ended June 30, 2021. The average rate paid on time deposits of less than $100,000 and more than $100,000 decreased 52 basis points and 69 basis points, respectively, for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The average rate paid on savings and BaaS brokered deposits was fairly flat for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The overall lower average rate paid on interest bearing accounts in the three months ended June 30, 2021 is due to the current low interest rate environment resulting from the decreased Fed Funds rate. Any further changes to the Fed Funds rate along with competition are expected to continue to impact future cost of deposits and our pricing strategies.

The average rate paid on total deposits was 0.16% for the six months ended June 30, 2021, compared to 0.48% for the six months ended June 30, 2020, respectively. The average rate paid on BaaS-brokered deposits decreased 36 basis points for the six months ended June 30, 2021, compared to the prior year period, and NOW and money market accounts decreased 49 basis points for the six months ended June 30, 2021, compared to the prior year period. The average rate paid on time deposits of less than $100,000 and more than $100,000 decreased 50 basis points and 74 basis points, respectively, for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. The lower average rate paid on interest bearing accounts in the six months ended June 30, 2021 is due to the current low interest rate environment resulting from the decreased Fed Funds rate. Any further changes to the Fed Funds rate along with competition are 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 Three Months Ended June 30,										For the Six Months Ended June 30,
	2021					2020					2021					2020
(Dollars in thousands)	Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate
Demand, noninterest bearing	$	863,962		0.00	%	$	541,448		0.00	%	$	777,693		0.00	%	$	447,189		0.00	%
NOW and money market		734,677		0.28			535,222		0.59			712,595		0.29			501,216		0.78
Savings		91,181		0.03			67,407		0.04			88,759		0.03			60,858		0.04
BaaS-brokered deposits		22,435		0.36			22,108		0.35			22,625		0.35			21,948		0.71
Time deposits less than $100,000		17,392		0.62			20,160		1.14			18,130		0.69			20,640		1.19
Time deposits $100,000 and over		35,435		0.72			63,827		1.41			36,631		0.82			63,719		1.56
Total deposits	$	1,765,082		0.14	%	$	1,250,172		0.35	%	$	1,656,433		0.16	%	$	1,115,570		0.48	%

The ratio of average noninterest bearing deposits to average total deposits for the three and six months ended June 30, 2021 was 48.9% and 46.9% compared to 43.3% and 40.1%, respectively, for the three and six months ended June 30, 2020.

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 June 30, 2021, and December 31, 2020, total borrowing capacity of $21.3 million was available under this arrangement. As of June 30, 2021 and December 31, 2020, Federal Reserve advances totaled zero.

Paycheck Protection Program Liquidity Facility. To bolster the effectiveness of the SBA’s PPP loan program, the Federal Reserve is supplying 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 extends credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value. The interest rate is 0.35% and as PPP loans are paid down, the borrowing line must also be paid down. As of June 30, 2021, the borrowing was paid in full with zero outstanding PPPLF advances, compared to $153.7 million as of December 31, 2020. PPPLF advances were a new borrowing arrangement in 2020 that has favorable capital treatment and is specific to the PPP loan program.

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

	As of and For the Three						As of and For the Six
	Months Ended						Months Ended
	June 30,						June 30,
(Dollars in thousands)	2021			2020			2021			2020
Maximum amount outstanding at any month-end during period:
PPPLF Advances	$	128,826		$	190,156		$	185,894		$	190,156
Average outstanding balance during period:
PPPLF Advances	$	107,047		$	107,443		$	138,536		$	53,722
Weighted average interest rate during period:
PPPLF Advances		0.35	%		0.35	%		0.35	%		0.35	%
Balance outstanding at end of period:
PPPLF Advances	$	-		$	190,156		$	-		$	190,156
Weighted average interest rate at end of period:
PPPLF Advances		0.35	%		0.35	%		0.35	%		0.35	%

Federal Home Loan Bank Advances. The FHLB allows us to borrow against our line of credit, which is collateralized by certain loans. As of June 30, 2021, and December 31, 2020, we had borrowing capacity of $114.2 million and $90.7 million, respectively, with the FHLB. As of June 30, 2021, we have $25.0 million in FHLB medium term advances. This includes $10.0 million that matures March 6, 2023 and $15.0 million that matures March 4, 2025. FHLB advances totaled $25.0 million as of June 30, 2021 and December 31, 2020. Although there are no immediate plans to borrow additional funds, additional borrowing capacity of $89.2 million was available under this arrangement as of June 30, 2021.

The table below provides details on FHLB short term borrowings for the periods indicated:

	As of and for the Three				As of and for the Six
	Months Ended				Months Ended
	June 30,				June 30,
(Dollars in thousands)	2021		2020		2021		2020
Maximum amount outstanding at any month-end during period:
FHLB Advances	$	-	$	-	$	-	$	-
Average outstanding balance during period:
FHLB Advances	$	-	$	-	$	-	$	134
Weighted average interest rate during period:
FHLB Advances	n/a		n/a		n/a			1.84	%
Balance outstanding at end of period:
FHLB Advances	$	-	$	-	$	-	$	-
Weighted average interest rate at end of period:
FHLB Advances	n/a		n/a		n/a			0.00	%

The table below provides details on the FHLB medium term borrowings for the periods indicated:

	As of and For the Three						As of and For the Six
	Months Ended						Months Ended
	June 30,						June 30,
(Dollars in thousands)	2021			2020			2021			2020
Maximum amount outstanding at any month-end during period:
FHLB Advances	$	24,999		$	24,999		$	24,999		$	24,999
Average outstanding balance during period:
FHLB Advances	$	24,999		$	24,999		$	24,999		$	16,208
Weighted average interest rate during period:
FHLB Advances		1.13	%		1.13	%		1.13	%		1.13	%
Balance outstanding at end of period:
FHLB Advances	$	24,999		$	24,999		$	24,999		$	24,999
Weighted average interest rate at end of period:
FHLB Advances		1.13	%		1.13	%		1.13	%		1.13	%

Junior Subordinated Debentures. In 2004, we issued $3.6 million in junior subordinated debentures to Coastal (WA) Statutory Trust I (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 June 30, 2021, and December 31, 2020, was 2.22% 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, 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 2016, the Company issued a subordinated note to a commercial bank in the amount of $10.0 million. The note matures on August 1, 2026, and bears interest at the rate of 5.65% per year for five years and, thereafter, at a rate equal to The Wall Street Journal prime rate plus 2.50%. The five-year 5.65% interest period ends on August 1, 2021. Principal payments of $500,000 per quarter commence November 1, 2021. We may redeem the subordinated note, in whole or in part, without premium or penalty after July 29, 2021, subject to any required regulatory approvals.

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.

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 highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; contingency funding policies and plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management 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, brokered deposits, a one-way buy through an ICS account, and the issuance of debt or equity securities. We also participated in the PPPLF, which provided an additional source of low cost funding, at a 0.35% interest rate, and favorable capital treatment for the PPP loans. Under the terms of the facility, the borrowings are paid down as the loans are forgiven or paid down by the customer. We have repaid this borrowing under the PPPLF in full, resulting in a zero balance as of June 30, 2021 and the PPPLF expired on July 31, 2021. 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 currently holds $4.7 million in cash, and uses approximately $1.3 million for debt servicing and operating purposes each year, leaving about $2.1 million for other purposes after deducting $2.6 million to cover operating purposes for the next two years. 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 liquidity ratio of 5% 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. 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 level. The Company will become subject to regulatory capital requirements if its consolidated assets exceed $3.0 billion or it otherwise becomes ineligible to operate under the Federal Reserve’s Small Bank Holding Company Policy Statement. Currently, the Federal Reserve assesses the capital position of the Company by reviewing its debt-to-equity ratio and assessing the Company's capacity to serve as a source of strength to the Bank.

As of June 30, 2021, and December 31, 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 expect to monitor and control our growth in order to remain in compliance with all regulatory capital standards applicable to us.

On April 13, 2021, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”). The Company currently has no immediate plans for raising additional capital; however under the registration statement on Form S-3, the Company may offer and sell from time to time, separately or together, any combination of Company common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, purchase units, subscription rights and units in one or more offerings at an aggregate offering price of up to $150,000,000. The Company may utilize the proceeds from any of these potential security sales for general corporate purposes as necessary, including refinancing of debt.

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 and the regulatory capital ratios that would be required for the Company if we did not operate under the Small Bank Holding Company Policy Statement:

	Actual					Minimum Required for Capital Adequacy Purposes					Required to be Well Capitalized Under the Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
June 30, 2021
Leverage Capital (to average assets)
Company	$	157,450		8.00	%	$	78,706		4.00	%	$	98,382		5.00	%
Bank Only		161,368		8.21	%		78,661		4.00	%		98,326		5.00	%
Common Equity Tier I risk-based capital ratio (to risk-weighted assets)
Company		153,950		10.92	%		63,470		4.50	%		91,678		6.50	%
Bank Only		161,368		11.45	%		63,416		4.50	%		91,600		6.50	%
Tier I Capital (to risk-weighted assets)
Company		157,450		11.16	%		84,626		6.00	%		112,835		8.00	%
Bank Only		161,368		11.45	%		84,554		6.00	%		112,739		8.00	%
Total Capital (to risk-weighted assets)
Company		185,119		13.12	%		112,835		8.00	%		141,044		10.00	%
Bank Only		179,022		12.70	%		112,739		8.00	%		140,924		10.00	%

December 31, 2020
Leverage Capital (to average assets)
Company	$	143,532		9.05	%	$	63,454		4.00	%	$	79,318		5.00	%
Bank Only		147,262		9.29	%		63,421		4.00	%		79,276		5.00	%
Common Equity Tier I risk-based capital ratio (to risk-weighted assets)
Company		140,032		11.27	%		55,935		4.50	%		80,795		6.50	%
Bank Only		147,262		11.86	%		55,879		4.50	%		80,713		6.50	%
Tier I Capital (to risk-weighted assets)
Company		143,532		11.55	%		74,580		6.00	%		99,440		8.00	%
Bank Only		147,262		11.86	%		74,505		6.00	%		99,340		8.00	%
Total Capital (to risk-weighted assets)
Company		169,123		13.61	%		99,440		8.00	%		124,300		10.00	%
Bank Only		162,837		13.11	%		99,340		8.00	%		124,175		10.00	%

Contractual Obligations

The following table summarizes contractual obligations and other commitments to make future payments (other than non-time deposit obligations), which consist of future cash payments associated with our contractual obligations, as of June 30, 2021.

			Payments Due by Period
			Less than		1 to 3		3 to 5		More than
(Dollars in thousands)	Total		1 Year		Years		Years		5 Years
Time Deposits	$	50,156	$	38,445	$	9,297	$	2,414	$	-
FHLB advances		24,999		-		10,000		14,999		-
Subordinated note		10,000		1,500		4,000		4,000		500
Junior subordinated debentures		3,609		-		-		-		3,609
Deferred compensation plans		1,198		175		350		351		322
Operating leases		7,973		1,271		2,418		1,435		2,849

For a discussion of our borrowings, see “—Financial Condition—Borrowings” in this section.

We believe that we will be able to meet our contractual obligations 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.

Off-Balance Sheet Items

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		As of
	June 30,		December 31,
(Dollars in thousands)	2021		2020
Commitments to extend credit:
Commercial and industrial loans	$	60,333	$	61,676
Commercial and industrial loans - capital call lines		286,775	$	128,208
Construction – commercial real estate loans		103,831		69,866
Construction – residential real estate loans		21,996		18,489
Residential real estate loans		31,935		20,482
Commercial real estate loans		18,183		18,128
Other		21,060		1,101
Total commitments to extend credit	$	544,113	$	317,950
Standby letters of credit	$	2,669	$	2,754

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.

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 - Description of Business and Summary of Significant Accounting Policies” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” of our Form 10-K. We have procedures and processes in place to facilitate making these judgments. Actual results in these areas could differ from management’s estimates. There have been no significant changes concerning our critical accounting policies as described in our Form 10-K.

Selected Financial Data

The following table shows the Company’s key performance ratios for the periods indicated. The table also includes ratios that were adjusted by removing the impact of the PPP loans on loans receivable related measures. The adjusted ratios are non-GAAP measures. For more information about non-GAAP financial measures, see “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” section that follows.

	Three Months Ended															Six Months Ended
(unaudited)	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020			June 30, 2021			June 30, 2020

Return on average assets (1)		1.36	%		1.28	%		1.04	%		0.95	%		0.96	%		1.31	%		0.96	%
Return on average equity (1)		18.60	%		16.84	%		13.36	%		12.14	%		11.37	%		17.65	%		10.03	%
Pre-tax, pre-provision return on average assets (1)(2)		1.87	%		1.69	%		1.90	%		1.72	%		1.72	%		1.78	%		1.74	%
Yield on earnings assets (1)		3.89	%		3.99	%		4.16	%		3.93	%		4.16	%		3.94	%		4.43	%
Yield on loans receivable (1)		4.44	%		4.51	%		4.64	%		4.33	%		4.57	%		4.47	%		4.85	%
Yield on loans receivable, excluding PPP loans (1)(2)		4.65	%		4.78	%		5.00	%		4.78	%		4.94	%		4.71	%		5.10	%
Yield on loans receivable, excluding earned fees (1)(2)		3.46	%		3.53	%		3.66	%		3.61	%		3.91	%		3.49	%		4.40	%
Yield on loans receivable, excluding earned fees and interest on PPP loans, as adjusted (1)(2)		4.42	%		4.52	%		4.65	%		4.69	%		4.84	%		4.47	%		4.96	%
Cost of funds (1)		0.20	%		0.24	%		0.29	%		0.33	%		0.41	%		0.22	%		0.54	%
Cost of deposits (1)		0.14	%		0.17	%		0.22	%		0.27	%		0.35	%		0.16	%		0.48	%
Net interest margin (1)		3.70	%		3.76	%		3.89	%		3.62	%		3.78	%		3.73	%		3.93	%
Noninterest expense to average assets (1)		2.65	%		2.62	%		2.35	%		2.26	%		2.34	%		2.64	%		2.71	%
Efficiency ratio		58.69	%		60.85	%		55.26	%		56.73	%		57.66	%		59.70	%		60.80	%
Loans receivable to deposits		92.03	%		105.68	%		108.85	%		110.98	%		110.77	%		92.03	%		110.77	%

(1) Annualized calculations shown for quarterly periods presented.
(2) A reconciliation of the non-GAAP measures are set forth in the section titled “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.”

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. We believe these non-GAAP measures are useful to investors in evaluating our performance and in demonstrating resources available with and without provision for loan losses and income taxes.

The following non-GAAP measures are presented to illustrate the impact of provision for loan losses and provision for income taxes on net income and return on average assets.

Pre-tax, pre-provision net income is a non-GAAP measure that excludes the impact of provision for loan losses and provision for income taxes from net income. The most directly comparable GAAP measure is net income.

Pre-tax, pre-provision return on average assets is a non-GAAP measure that excludes the impact of provision for loan losses and provision for income taxes from return on average assets. The most directly comparable GAAP measure is return on average assets.

Reconciliations of the GAAP and non-GAAP measures are presented below.

	As of and for the Three Months Ended															As of and for the Six Months Ended
(Dollars in thousands, unaudited)	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020			June 30, 2021			June 30, 2020
Pre-tax, pre-provision net income and pre-tax, pre-provision return on average assets:
Total average assets	$	2,074,841		$	1,912,202		$	1,774,723		$	1,704,874		$	1,538,546		$	1,993,971		$	1,340,000
Total net income		7,013			6,018			4,661			4,090			3,671			13,031			6,395
Plus: provision for loan losses		361			357			2,600			2,200			1,930			718			3,508
Plus: provision for income taxes		2,289			1,572			1,232			1,082			967			3,861			1,681
Pre-tax, pre-provision net income	$	9,663		$	7,947		$	8,493		$	7,372		$	6,568		$	17,610		$	11,584
Return on average assets		1.36	%		1.28	%		1.04	%		0.95	%		0.96	%		1.31	%		0.96	%
Pre-tax, pre-provision return on average assets:		1.87	%		1.69	%		1.90	%		1.72	%		1.72	%		1.78	%		1.74	%

The following non-GAAP measure is presented to illustrate the impact of loan fees on loan yield.

Yield on loans receivable, excluding earned fees is a non-GAAP measure that excludes the impact of earned loan fees on the interest rate yield. The most directly comparable GAAP measure is yield on loans.

Reconciliations of the GAAP and non-GAAP measures are presented below.

	As of and for the Three Months Ended															As of and for the Six Months Ended
(Dollars in thousands, unaudited)	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020			June 30, 2020			June 30, 2021			June 30, 2020
Yield on loans receivable, excluding earned fees :
Total average loans receivable	$	1,750,825		$	1,640,108		$	1,533,533		$	1,493,024		$	1,334,991		$	1,695,772		$	1,150,797
Interest and earned fee income on loans		19,365			18,230			17,885			16,244			15,154			37,595			27,781
Less: earned fee income on all loans		(4,274	)		(3,974	)		(3,765	)		(2,692	)		(2,182	)		(8,248	)		(2,610	)
Adjusted interest income on loans	$	15,091		$	14,256		$	14,120		$	13,552		$	12,972		$	29,347		$	25,171
Yield on loans receivable		4.44	%		4.51	%		4.64	%		4.33	%		4.57	%		4.47	%		4.85	%
Yield on loans receivable, excluding earned fees:		3.46	%		3.53	%		3.66	%		3.61	%		3.91	%		3.49	%		4.40	%
Yield on loans receivable, excluding earned fees and interest on PPP loans (1):		4.42	%		4.52	%		4.65	%		4.69	%		4.84	%		4.47	%		4.96	%
(1) Non-GAAP measure - see next table of "Non-GAAP Financial Measures" for more information.

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. These measures include the following:

Allowance for loan losses to loans receivable, excluding PPP loans 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.

Yield on loans receivable, excluding PPP loans is a non-GAAP measure that excludes the impact of PPP loans on balance sheet and income statement. The most directly comparable GAAP measure is yield on loans.

Yield on loans receivable, excluding earned fees and interest on PPP loans is a non-GAAP measure that excludes the impact of PPP loans on balance sheet and income statement. The most directly comparable GAAP measure is yield on loans.

Adjusted Tier 1 leverage capital ratio, excluding PPP loans is a non-GAAP measure that excludes the impact of PPP loans on balance sheet. The most directly comparable GAAP measure is Tier 1 leverage capital ratio.

Reconciliations of the GAAP and non-GAAP measures are presented in the following table:

	As of and for the						As of and for the
	Three Months Ended						Six Months Ended
(Dollars in thousands, unaudited)	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Allowance for loan losses to loans receivable, excluding PPP loans:
Total loans, net of deferred fees	$	1,658,149		$	1,447,144		$	1,658,149		$	1,447,144
Less: PPP loans		(398,038	)		(438,077	)		(398,038	)		(438,077	)
Less: net deferred fees on PPP loans		12,363			10,639			12,363			10,639
Adjusted loans, net of deferred fees	$	1,272,474		$	1,019,707		$	1,272,474		$	1,019,707
Allowance for loan losses	$	(19,966	)	$	(14,847	)	$	(19,966	)	$	(14,847	)
Allowance for loan losses to loans receivable		1.20	%		1.03	%		1.20	%		1.03	%
Adjusted allowance for loan losses to loans receivable, excluding PPP loans		1.57	%		1.46	%		1.57	%		1.46	%
Yield on loans receivable, excluding PPP loans:
Total average loans receivable	$	1,750,825		$	1,334,991		$	1,695,772		$	1,150,797
Less: average PPP loans		(509,265	)		(335,200	)		(492,695	)		(167,600	)
Plus: average deferred fees on PPP loans		14,213			8,700			12,510			4,350
Adjusted total average loans receivable	$	1,255,773		$	1,008,491		$	1,215,587		$	987,547
Interest income on loans	$	19,365		$	15,154		$	37,595		$	27,781
Less: interest and deferred fee income recognized on PPP loans		(4,821	)		(2,759	)		(9,199	)		(2,759	)
Adjusted interest income on loans	$	14,544		$	12,395		$	28,396		$	25,022
Yield on loans receivable		4.44	%		4.57	%		4.47	%		4.85	%
Yield on loans receivable, excluding PPP loans:		4.65	%		4.94	%		4.71	%		5.10	%
Yield on loans receivable, excluding earned fees and interest on PPP loans:
Total average loans receivable	$	1,750,825		$	1,334,991		$	1,695,772		$	1,150,797
Less: average PPP loans		(509,265	)		(335,200	)		(492,695	)		(167,600	)
Plus: average deferred fees on PPP loans	$	14,213		$	8,700		$	12,510		$	4,350
Adjusted total average loans receivable	$	1,255,773		$	1,008,491		$	1,215,587		$	987,547
Interest and earned fee income on loans	$	19,365		$	15,154		$	37,595		$	27,781
Less: earned fee income on all loans	$	(4,274	)	$	(2,182	)	$	(8,248	)	$	(2,610	)
Less: interest income on PPP loans		(1,257	)		(837	)		(2,426	)		(837	)
Adjusted interest income on loans	$	13,834		$	12,135		$	26,921		$	24,334
Yield on loans receivable		4.44	%		4.57	%		4.47	%		4.85	%
Yield on loans receivable, excluding earned fees (1):		3.46	%		3.91	%		3.49	%		4.40	%
Yield on loans receivable, excluding earned fees and interest on PPP loans:		4.42	%		4.84	%		4.47	%		4.96	%
(1) Non-GAAP measure - see previous table of "Non-GAAP Financial Measures" for more information.

(Dollars in thousands, unaudited)	As of June 30, 2021
Adjusted Tier 1 leverage capital ratio, excluding PPP loans:
Company:
Tier 1 capital	$	157,450
Average assets for the leverage capital ratio	$	1,967,646
Less: Average PPP loans		(509,265	)
Plus: Average PPPLF borrowings		107,047
Adjusted average assets for the leverage capital ratio	$	1,565,428
Tier 1 leverage capital ratio		8.00	%
Adjusted Tier 1 leverage capital ratio, excluding PPP loans		10.06	%
Bank:
Tier 1 capital	$	161,368
Average assets for the leverage capital ratio	$	1,966,528
Less: Average PPP loans		(509,265	)
Plus: Average PPPLF borrowings		107,047
Adjusted average assets for the leverage capital ratio	$	1,564,310
Tier 1 leverage capital ratio		8.21	%
Adjusted Tier 1 leverage capital ratio, excluding PPP loans		10.32	%

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Quantitative and Qualitative Disclosures about Market Risk

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

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest earning assets and interest bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a decrease in current fair market values. Our objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

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

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

On a quarterly basis, we run multiple simulations under two different premises of which one is a static balance sheet and the other is a dynamic growth balance sheet. The static balance sheet approach produces results that show the interest risk currently inherent in our balance sheet at that point in time. The dynamic balance sheet includes our projected growth levels going forward and produces results that shows how net income, net interest income, and interest risk change based on our projected growth. These simulations test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static and dynamic approaches, rates are shocked instantaneously and ramped over a 12-month horizon assuming parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulations are also conducted and involve analysis of interest income and expense under various changes in the shape of the yield curve including a forward curve, flat curve, steepening curve, and an inverted curve. Our internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one- and two-year period should not decline by more than 10% for a 100 basis point shift, 15% for a 200 basis point shift, 20% for a 300 basis point shift, and 25% for a 400 basis point shift.

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

	Estimated Increase (Decrease) in Net Interest Income
Change in Market Interest Rates	Twelve Month Projection June 30, 2021	Twelve Month Projection December 31, 2020
Static Balance Sheet and Rate Shifts
+400 basis points	27.6%	18.2%
+300 basis points	20.6	13.7
+200 basis points	13.7	9.1
+100 basis points	6.7	4.5
-100 basis points	(5.0)	(3.7)
-200 basis points	(8.5)	(6.8)
-300 basis points	(11.4)	(9.8)

Dynamic Balance Sheet and Rate Shifts
+400 basis points	38.1	22.8
+300 basis points	28.5	17.1
+200 basis points	18.9	11.4
+100 basis points	9.3	5.6
-100 basis points	(6.9)	(4.3)
-200 basis points	(10.9)	(7.4)
-300 basis points	(14.0)	(10.5)

The results illustrate that the Bank is asset sensitive and generally performs better in an increasing interest rate environment. The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions, the shape of the interest yield curve, and the application and timing of various strategies.

The -100, -200, and -300 basis point change in market interest rates no longer reflects viable interest rate changes as interest rates would have to go negative since the Fed Funds rate target range is set at 0.00% to 0.25%. Until rates increase, these rate shock scenarios may not reflect what may happen to net interest income if interest rates were to go negative.

Impact of Inflation

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

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)). Based on that evaluation, the Company's Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Change in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting occurred during the three months ended June 30, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated by reference herein. As of June 30, 2021, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

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

There were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2021.

The Company did not repurchase any of its equity securities during the three months ended June 30, 2021 and does not have any authorized share repurchase programs.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



10.1	First Amendment to Coastal Financial Corporation 2018 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2021).

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter months ended June 30, 2021, formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

104	Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101 filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			COASTAL FINANCIAL CORPORATION

Dated:	August 5, 2021	By:	/s/ Eric M. Sprink
			Eric M. Sprink
			President and Chief Executive Officer
			(Principal Executive Officer)

Dated:	August 5, 2021	By:	/s/ Joel G. Edwards
			Joel G. Edwards
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)