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Section 1: 10-Q (10-Q)

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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 September 30, 2018

or

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)

 

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.  (Check one)

 

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 standards provided pursuant to Section 7(a)(2)(B) of the Securities 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 November 13, 2018, there were 11,887,503 shares of the registrant’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 September 30, 2018 and December 31, 2017 (unaudited)

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Nine Months ended September 30, 2018 and 2017 (unaudited)

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months ended September 30, 2018 and 2017 (unaudited)

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Nine Months ended September 30, 2018 and 2017 (unaudited)

 

7

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2018 and 2017 (unaudited)

 

8

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

9

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

27

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

45

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

47

 

 

 

 

 

Part II.   Other Information

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

47

 

 

 

 

 

Item 1A.

 

Risk Factors

 

47

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

47

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

47

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

48

 

 

 

 

 

Item 5.

 

Other Information

 

48

 

 

 

 

 

Item 6.

 

Exhibits

 

48

 

 

 

 

 

 

 

 

 

2


 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. With respect to any such forward-looking statements, we claim the protection of the safe harbor provided for in the Private Securities Litigation Reform Act of 1995, as amended. Any or all of the forward-looking statements in this report may turn out to be inaccurate. 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 the Company’s prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on July 18, 2018. Some of the risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from those expressed include, but are not limited to, the following: the overall health of the local and national real estate market; the credit risk associated with our loan portfolio, and specifically with our commercial real estate loans; 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; 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; the effectiveness of our risk management framework; 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; fluctuations in the value of the securities held in our securities portfolio; governmental monetary and fiscal policies; material weaknesses in our internal control over financial reporting; and our success at managing the risks involved in the foregoing items.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

 

 

 

3


 

PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(dollars in thousands)

 

ASSETS

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017 (audited)

 

Cash and due from banks

 

$

16,837

 

 

$

13,787

 

Interest earning deposits with other banks (restricted cash of $22,630 and $17,332

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

 

 

98,671

 

 

 

75,964

 

Investment securities, available for sale, at fair value

 

 

35,749

 

 

 

36,927

 

Investment securities, held to maturity, at amortized cost

 

 

1,290

 

 

 

1,409

 

Other investments

 

 

3,766

 

 

 

3,680

 

Loans receivable

 

 

744,320

 

 

 

656,788

 

Allowance for loan losses

 

 

(9,111

)

 

 

(8,017

)

Total loans receivable, net

 

 

735,209

 

 

 

648,771

 

Premises and equipment, net

 

 

12,845

 

 

 

13,121

 

Accrued interest receivable

 

 

2,299

 

 

 

2,274

 

Bank-owned life insurance, net

 

 

6,640

 

 

 

6,500

 

Deferred tax asset, net

 

 

2,309

 

 

 

2,092

 

Other assets

 

 

1,414

 

 

 

1,228

 

Total assets

 

$

917,029

 

 

$

805,753

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

LIABILITIES

 

 

 

 

 

 

 

 

Deposits

 

$

774,722

 

 

$

703,295

 

Federal Home Loan Bank (FHLB) advances

 

 

20,000

 

 

 

20,000

 

Subordinated debt

 

 

 

 

 

 

 

 

Principal amount $10,000 (less unamortized debt issuance costs of $39

   and $50 at September 30, 2018 and December 31, 2017, respectively)

 

 

9,961

 

 

 

9,950

 

Junior subordinated debentures

 

 

 

 

 

 

 

 

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

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

 

 

3,581

 

 

 

3,579

 

Deferred compensation

 

 

1,102

 

 

 

1,175

 

Accrued interest payable

 

 

257

 

 

 

228

 

Other liabilities

 

 

2,130

 

 

 

1,815

 

Total liabilities

 

 

811,753

 

 

 

740,042

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock, no par value:

 

 

 

 

 

 

 

 

Authorized: 25,000,000 shares at September 30, 2018 and December 31, 2017;

    issued and outstanding: zero shares at September 30, 2018 and

    December 31, 2017

 

 

-

 

 

 

-

 

Common stock, no par value:

 

 

 

 

 

 

 

 

Authorized: 300,000,000 shares at September 30, 2018 and December 31,

    2017; 11,886,473 voting shares at September 30, 2018 issued and

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

    at December 31, 2017 issued and outstanding

 

 

86,334

 

 

 

52,521

 

Retained earnings

 

 

20,966

 

 

 

14,134

 

Accumulated other comprehensive loss, net of tax

 

 

(2,024

)

 

 

(944

)

Total shareholders’ equity

 

 

105,276

 

 

 

65,711

 

Total liabilities and shareholders’ equity

 

$

917,029

 

 

$

805,753

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

4


 

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

(dollars in thousands, except for per share data)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

9,262

 

 

$

7,908

 

 

$

26,229

 

 

$

22,741

 

Interest on investment securities

 

 

156

 

 

 

135

 

 

 

463

 

 

 

385

 

Interest on interest earning deposits with other banks

 

 

458

 

 

 

171

 

 

 

949

 

 

 

458

 

Dividends on other investments

 

 

18

 

 

 

3

 

 

 

91

 

 

 

77

 

Total interest income

 

 

9,894

 

 

 

8,217

 

 

 

27,732

 

 

 

23,661

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

 

851

 

 

 

540

 

 

 

2,209

 

 

 

1,526

 

Interest on borrowed funds

 

 

195

 

 

 

192

 

 

 

594

 

 

 

551

 

Total interest expense

 

 

1,046

 

 

 

732

 

 

 

2,803

 

 

 

2,077

 

Net interest income

 

 

8,848

 

 

 

7,485

 

 

 

24,929

 

 

 

21,584

 

PROVISION FOR LOAN LOSSES

 

 

508

 

 

 

65

 

 

 

1,401

 

 

 

504

 

Net interest income after provision for loan losses

 

 

8,340

 

 

 

7,420

 

 

 

23,528

 

 

 

21,080

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit service charges and fees

 

 

800

 

 

 

725

 

 

 

2,258

 

 

 

1,924

 

Wholesale banking service fees

 

 

328

 

 

 

-

 

 

 

370

 

 

 

-

 

Loan referral fees

 

 

209

 

 

 

234

 

 

 

453

 

 

 

276

 

Mortgage broker fees

 

 

52

 

 

 

80

 

 

 

158

 

 

 

195

 

Sublease and lease income

 

 

10

 

 

 

56

 

 

 

71

 

 

 

167

 

Gain on sales of loans, net

 

 

-

 

 

 

18

 

 

 

142

 

 

 

102

 

Other income

 

 

147

 

 

 

137

 

 

 

414

 

 

 

437

 

Total noninterest income

 

 

1,546

 

 

 

1,250

 

 

 

3,866

 

 

 

3,101

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

4,027

 

 

 

3,491

 

 

 

11,672

 

 

 

9,947

 

Occupancy

 

 

798

 

 

 

784

 

 

 

2,425

 

 

 

2,253

 

Data processing

 

 

501

 

 

 

463

 

 

 

1,472

 

 

 

1,311

 

Director and staff expenses

 

 

213

 

 

 

172

 

 

 

493

 

 

 

450

 

Excise taxes

 

 

146

 

 

 

119

 

 

 

404

 

 

 

344

 

Marketing

 

 

110

 

 

 

148

 

 

 

253

 

 

 

298

 

Legal and professional fees

 

 

142

 

 

 

87

 

 

 

352

 

 

 

281

 

Federal Deposit Insurance Corporation (FDIC) assessments

 

 

83

 

 

 

90

 

 

 

247

 

 

 

271

 

Business development

 

 

81

 

 

 

68

 

 

 

241

 

 

 

195

 

Other expense

 

 

509

 

 

 

387

 

 

 

1,472

 

 

 

1,298

 

Total noninterest expense

 

 

6,610

 

 

 

5,809

 

 

 

19,031

 

 

 

16,648

 

Income before provision for income taxes

 

 

3,276

 

 

 

2,861

 

 

 

8,363

 

 

 

7,533

 

PROVISION FOR INCOME TAXES

 

 

674

 

 

 

957

 

 

 

1,717

 

 

 

2,440

 

NET INCOME

 

$

2,602

 

 

$

1,904

 

 

$

6,646

 

 

$

5,093

 

Basic earnings per common share

 

$

0.23

 

 

$

0.21

 

 

$

0.67

 

 

$

0.55

 

Diluted earnings per common share

 

$

0.22

 

 

$

0.21

 

 

$

0.66

 

 

$

0.55

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

11,338,320

 

 

 

9,235,344

 

 

 

9,956,449

 

 

 

9,233,421

 

Diluted

 

 

11,609,978

 

 

 

9,238,808

 

 

 

10,051,415

 

 

 

9,236,175

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

5


 

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

(dollars in thousands)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

NET INCOME

 

$

2,602

 

 

$

1,904

 

 

$

6,646

 

 

$

5,093

 

OTHER COMPREHENSIVE INCOME (LOSS), before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain (loss) gain during the quarter

 

 

(259

)

 

 

(63

)

 

 

(1,131

)

 

 

504

 

Income tax benefit (provision) related to unrealized holding

   gain (loss)

 

 

54

 

 

 

21

 

 

 

237

 

 

 

(171

)

OTHER COMPREHENSIVE (LOSS) INCOME, net of tax

 

 

(205

)

 

 

(42

)

 

 

(894

)

 

 

333

 

COMPREHENSIVE INCOME

 

$

2,397

 

 

$

1,862

 

 

$

5,752

 

 

$

5,426

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

6


 

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

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

 

(dollars in thousands)

 

 

 

Shares of

Common

Stock

 

 

Common

Stock

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

BALANCE, January 1, 2017

 

 

9,238,788

 

 

$

52,215

 

 

$

8,698

 

 

$

(1,016

)

 

$

59,897

 

Net income

 

 

-

 

 

 

-

 

 

 

5,093

 

 

 

-

 

 

 

5,093

 

Issuance of vested stock awards

 

 

600

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of restricted stock awards

 

 

6,208

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercise of stock options

 

 

3,620

 

 

 

24

 

 

 

-

 

 

 

-

 

 

 

24

 

Stock repurchase

 

 

(211

)

 

 

(2

)

 

 

-

 

 

 

-

 

 

 

(2

)

Stock-based compensation

 

 

-

 

 

 

213

 

 

 

-

 

 

 

-

 

 

 

213

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

333

 

 

 

333

 

BALANCE, September 30, 2017

 

 

9,249,005

 

 

$

52,450

 

 

$

13,791

 

 

$

(683

)

 

$

65,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, January 1, 2018

 

 

9,248,901

 

 

$

52,521

 

 

$

14,134

 

 

$

(944

)

 

$

65,711

 

Net income

 

 

-

 

 

 

-

 

 

 

6,646

 

 

 

-

 

 

 

6,646

 

Reclassification of stranded tax effect due to federal tax

  rate change

 

 

-

 

 

 

-

 

 

 

186

 

 

 

(186

)

 

 

-

 

Issuance of restricted stock awards

 

 

4,402

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercise of stock options

 

 

55,670

 

 

 

339

 

 

 

-

 

 

 

-

 

 

 

339

 

Stock-based compensation

 

 

-

 

 

 

231

 

 

 

-

 

 

 

-

 

 

 

231

 

Stock issuance and net proceeds from initial public

   offering

 

 

2,577,500

 

 

 

33,243

 

 

 

-

 

 

 

-

 

 

 

33,243

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(894

)

 

 

(894

)

BALANCE, September 30, 2018

 

 

11,886,473

 

 

$

86,334

 

 

$

20,966

 

 

$

(2,024

)

 

$

105,276

 

See accompanying Notes to Condensed Consolidated Financial Statements.

7


 

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

(dollars in thousands)

 

 

 

Nine months ended September 30,

 

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

6,646

 

 

$

5,093

 

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

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,401

 

 

 

504

 

Depreciation and amortization

 

 

786

 

 

 

721

 

Loss on disposition of fixed assets

 

 

-

 

 

 

21

 

Gain on sales of loans

 

 

(142

)

 

 

(102

)

Gain on sale of other real estate owned

 

 

-

 

 

 

(32

)

Net discount accretion on investment securities

 

 

(17

)

 

 

(6

)

Stock-based compensation

 

 

231

 

 

 

213

 

Bank-owned life insurance earnings

 

 

(140

)

 

 

(138

)

Net change in other assets and liabilities

 

 

92

 

 

 

(688

)

Total adjustments

 

 

2,211

 

 

 

493

 

Net cash provided by operating activities

 

 

8,857

 

 

 

5,586

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

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

 

 

(22,707

)

 

 

1,400

 

Purchase of other investments, net

 

 

(86

)

 

 

(381

)

Principal paydowns of investment securities available-for-sale

 

 

70

 

 

 

79

 

Principal paydowns of investment securities held-to-maturity

 

 

114

 

 

 

234

 

Purchase of participation loans

 

 

(32,653

)

 

 

-

 

Purchase of loans

 

 

(8,575

)

 

 

(9,917

)

Increase in loans receivable, net

 

 

(46,469

)

 

 

(24,396

)

Proceeds from sale of other real estate owned

 

 

-

 

 

 

1,329

 

Purchases of premises and equipment, net

 

 

(510

)

 

 

(526

)

Net cash used by investing activities

 

 

(110,816

)

 

 

(32,178

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

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

 

 

63,693

 

 

 

26,620

 

Net increase in time deposits

 

 

7,734

 

 

 

5,917

 

Net proceeds from initial public offering

 

 

33,243

 

 

 

-

 

Proceeds from exercise of stock options

 

 

339

 

 

 

24

 

Repurchase of common stock

 

 

-

 

 

 

(2

)

Net cash provided by financing activities

 

 

105,009

 

 

 

32,559

 

NET INCREASE IN CASH AND DUE FROM BANKS

 

 

3,050

 

 

 

5,967

 

CASH AND DUE FROM BANKS, beginning of year

 

 

13,787

 

 

 

11,084

 

CASH AND DUE FROM BANKS, end of quarter

 

$

16,837

 

 

$

17,051

 

SUPPLEMENTAL SCHEDULE OF OPERATING AND INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Interest paid

 

$

2,774

 

 

$

2,054

 

Income taxes paid

 

 

1,670

 

 

 

2,895

 

SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS

 

 

 

 

 

 

 

 

Fair value adjustment of securities available-for-sale, gross

 

$

(1,131

)

 

$

505

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

8


 

COASTAL FINANCIAL CORPORATION AND SUBSIDIARY

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 subsidiary is Coastal Community Bank (Bank). The Company is a Washington state corporation that was organized in 2003. The Bank was incorporated and commenced operations in 1997 and is a Washington state-chartered commercial bank and Federal Reserve System (Federal Reserve) state member bank.

The Company provides a full range of banking services to small and medium-sized businesses, professionals, and individuals throughout the greater Puget Sound area through its 14 branches in Snohomish, Island, and King Counties, the Internet, and its mobile banking application. The Bank’s main branch and the headquarters of the Bank and Company are located in Everett, Washington. The Bank’s deposits are insured in whole or in part by the Federal Deposit Insurance Corporation (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 Bank is subject to regulation by the Federal Reserve and the Washington State Department of Financial Institutions Division of Banks. The Federal Reserve also has supervisory authority over the Company.

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 elsewhere in this report. Operating results for the three and nine months ended September 30, 2018, 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 and the Bank. All significant intercompany accounts have been eliminated in consolidation.

Business Segments - The Company is managed by legal entity and not by lines of business. The entity’s primary business is that of a traditional banking institution, gathering deposits and originating loans for portfolio in its market areas. The Bank offers a wide variety of deposit products to its customers. Lending activities include the origination of real estate, commercial and industrial, and consumer loans. Interest income on loans is the Company’s primary source of revenue, and is supplemented by interest income on deposits with other banks, interest income from investment securities, deposit service charges, and other service provided activities. The Company has determined that its current business and operations consist of a single reporting segment and, therefore, segment disclosures are not required.

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 fair value of the Company’s investment securities, deferred tax assets, and financial instruments. Actual results could differ significantly from those estimates.

Subsequent Events - The Company has evaluated events and transactions subsequent to September 30, 2018 for potential recognition or disclosure.  On October 9th 2018, the Bank opened a full service branch in Edmonds, Washington.

9


 

Accounting policies – Our complete accounting policies are described in Note 1, summary of significant accounting policies of the Company’s audited consolidated financial statements as of and for the years ended December 31, 2017 and 2016 included in the Form S-1 filed with the SEC.

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

Accounting Standards Adopted in 2018

On January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all related amendments to all contracts using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company concluded that there is no change to the timing and pattern of revenue recognition for its current revenue streams or the presentation of revenue as gross versus net. No adjustment to retained earnings was required on the adoption date. Because there is no change to the timing and pattern of revenue recognition, there are no material changes to the Company’s processes and internal controls.

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income. A description of the Company’s revenue streams accounted for under ASC 606 is as follows:

Service Charges on Deposit Accounts: The Company earns fees from deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

Interchange Income: The Company earns interchange fees from debit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transactions value and are recognized daily, concurrently with the transaction processing services provided by the cardholder. Interchange income is included in Service Charges on Deposit Accounts in the consolidated statements of income.

Merchant Service Fees: The Company earns a percentage of fees from cardholder transactions conducted through a third party payment network provider. The Company is obligated to provide sales, customer support, marketing, deployment and installation of equipment, and savings analysis to merchant service customers. An exclusivity agreement is in place between the Company and the third party payment network provider. Fees are recognized on a monthly basis, as earned. Merchant service fees are included in Services Charges on Deposit Accounts in the consolidated statements of income.

Wholesale Banking Service Fees: The Company earns fees, governed by contract arrangements, for providing banking services to customers of a third party company. Fees are recognized on a monthly basis, as earned.

Loan Referral Fees: Loan referral fees are governed by contract arrangements executed with third party banks. The Company earns loan referral fees when our loan client enters into interest rate swap agreements with third party banks and the rate on the swap is in excess of prevailing market rates. The spread or a portion of the spread, between the interest rate swap agreement and the prevailing market rate can be monetized and recognized as loan referral fee income.

Mortgage Broker Fees: Mortgage broker fees are governed by contract arrangements executed with a third party mortgage company. The Company earns broker fees by partially underwriting mortgage loans and referring qualified loans to the third party mortgage company. Revenue is recognized at the date the mortgage company funds the mortgage loan. The contract arrangement includes a fee reimbursement requirement for funded mortgage loans that pay off within three months of origination.    

As of January 1, 2018, the Company adopted FASB ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendments in this ASU require an entity to disclose the fair value of financial instruments using the exit price notion. Exit price is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The methods of determining the fair value of assets and liabilities are consistent

10


 

with our methodologies disclosed in Note 8—Fair Value Measurements, except for the valuation of loans held-for-investment which was impacted by the adoption of ASU 2016-01. Prior to adopting the amendments included in the standard, the Company was allowed to measure fair value under an entry price notion. The entry price notion previously applied by the Company used a discounted cash flows technique to calculate the present value of expected future cash flows for a financial instrument. The exit price notion uses the same approach, but also incorporates other factors, such as enhanced credit risk, illiquidity risk and market factors that sometimes exist in exit prices in dislocated markets. As of September 30, 2018, the technique used by the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2017, but with added emphasis on both illiquidity risk and credit risk not captured by the previously applied entry price notion. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. This ASU also eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendments in this ASU were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force. The ASU is intended to reduce diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This standard did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments in this update become effective for annual periods and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this standard did not have a material effect on the Company’s operating results or financial condition.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The amendments in this ASU also require certain disclosures about stranded tax effects. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period, (1) for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company elected to early adopt in the first quarter of 2018. Accordingly, the Company recorded an increase to retained earnings and a decrease to AOCI of $186,000 for stranded tax effects on investment available for sale securities in the first quarter of 2018.

In May 2018, the FASB issued ASU No. 2018-06, Codification Improvements to Topic 942, Financial Services - Depository and Lending. This ASU updates outdated guidance related to the Office of Comptroller of the Currency’s (OCC) Banking Circular 202, Accounting for Net Deferred Tax Charges, as the guidance has been rescinded by OCC and is no longer relevant. The amendments in this ASU are effective immediately. The adoption of ASU No. 2018-06 is not expected to have a material impact on the Company's consolidated financial statements.

Recent Accounting Guidance Not Yet Effective

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard is being issued to increase the transparency and comparability around lease obligations. Previously unrecorded off-balance sheet obligations will now be brought more prominently to light by presenting lease liabilities on the face of the balance sheet, accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The ASU is effective in fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is in the process of its implementation, which includes identifying the population of the Company’s leases that are within the scope of the new guidance and gathering all key lease data that will facilitate application of the new accounting requirements. Upon adoption of this guidance, the Company will recognize a liability for the remaining obligations under its operating lease agreements, and a corresponding right of use asset for its right to use the

11


 

underlying assets for the lease term. Thus there will be an increase to the Company’s assets and liabilities upon adoption. The increase in assets and liabilities is estimated to be less than 1% of total assets when adopted on January 1, 2019.

In June 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. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are actively assessing our data and the model needs and are evaluating the impact of adopting the amendment. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period 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.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.  This ASU was issued to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.  Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and was measured as of the earlier of the commitment date or the date performance was completed. The amendments in this ASU require the awards to be measured at the grant-date fair value of the equity instrument.  ASU No. 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted, but no earlier than an entity's adoption of Topic 606.  The adoption of ASU No. 2018-07 is not expected to have a material impact on the Company's future 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)

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

34,821

 

 

$

-

 

 

$

(2,492

)

 

$

32,329

 

U.S. Government agencies

 

 

3,000

 

 

 

-

 

 

 

(59

)

 

 

2,941

 

U.S. Agency collateralized mortgage obligations

 

 

188

 

 

 

-

 

 

 

(6

)

 

 

182

 

U.S. Agency residential mortgage-backed securities

 

 

43

 

 

 

-

 

 

 

-

 

 

 

43

 

Municipals

 

 

259

 

 

 

-

 

 

 

(5

)

 

 

254

 

Total available-for-sale securities

 

 

38,311

 

 

 

-

 

 

 

(2,562

)

 

 

35,749

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Agency residential mortgage-backed securities

 

 

1,290

 

 

 

-

 

 

 

(84

)

 

 

1,206

 

Total investment securities

 

$

39,601

 

 

$

-

 

 

$

(2,646

)

 

$

36,955

 

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

 

(dollars in thousands)

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

34,794

 

 

$

-

 

 

$

(1,398

)

 

$

33,396

 

U.S. Government agencies

 

 

3,000

 

 

 

-

 

 

 

(30

)

 

 

2,970

 

U.S. Agency collateralized mortgage obligations

 

 

224

 

 

 

-

 

 

 

(3

)

 

 

221

 

U.S. Agency residential mortgage-backed securities

 

 

79

 

 

 

1

 

 

 

-

 

 

 

80

 

Municipals

 

 

261

 

 

 

-

 

 

 

(1

)

 

 

260

 

Total available-for-sale securities

 

 

38,358

 

 

 

1

 

 

 

(1,432

)