It is imminently proper that we should congratulate ourselves upon the large measure of health and personal prosperity, which, under the blessings of God, we have enjoyed during the past year. Our meetings have been marked by unity of purpose in advocacy, the permanent prosperity of the bank and its patrons, notwithstanding the diversity of opinions as to the best methods of accomplishing that end. The business community in which we exist has shown its confidence in our integrity and ability by a generous and hearty support. Let us appreciate that confidence by carefully fostering every worthy industry until we shall unitedly win wealth and honor. -Minutes of the Board of Directors Meeting, January 14, 1892
In the year 2014, The National Capital Bank celebrates a significant milestone in our history … our 125th Anniversary. We are both proud and humbled by this accomplishment and the contributions of our shareholders, directors, officers and staff over so many years. Under the leadership of the Didden family, we continue to keep integrity and financial stability in the forefront, just as was reflected in the minutes of our Board of Directors meeting from our earliest days in business. This banking philosophy has led generations of Washingtonians to our doors and we seek to serve them in a way that fosters long term affiliations with customers and communities. Although steady growth and profitability are gratifying, we are committed to providing banking services that put the customer’s needs ahead of numbers on a page. It is our belief going forward that adherence to these principals has, day by day, sustained us to be one of the finest banks in America. As the coming pages will demonstrate, we’ve kept that focus all along the way.
Founding a bank... Albert Carry, Founding Director and Shareholder
Early Organizational Board Meeting, June 6, 1889
Noting that there was perfect unanimity of opinion as to the necessity and success of the East Washington National Bank.
The Next Week
Resolved that the bank’s name be less restrictive geographically and more appealing to that potential group of depositors known as the U.S. Congress, thereby creating The National Capital Bank of Washington.
That Same Meeting
Resolved by unanimous vote that the first president be John Herrell, and the shareholders voted to spend a total of $3,117 to buy safes, accounting books, checking and pass books.
September 2, 1889
Opened for business, as Washington’s first bank on Capitol Hill in a temporary location on the 300 block of Pennsylvania Avenue, S.E., called Washington Hall.
The “Evening Star,” August 12, 1889
John Herrell, the first president, is “recognized all over the District as a man of sterling character and business capacity, and noting that organization of the bank was “a very easy matter.”
First Stockholders’ Meeting Of 2,000 shares offered at $100 each, Albert Carry, a Capitol Hill brewer and grandfather of the bank’s fourth president, bought 71 shares.
2
John E. Herrell, Founding Director and First President
CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
3
In 1889, nearly all of Washington’s banks are in the central business district or Georgetown. Businessmen and residents of Capitol Hill recognize the need for a bank located more conveniently, east of the Capitol. With the Washington Navy Yard as the area’s biggest employer, and new churches, government buildings and row houses under construction, a group of businessmen, many from the building industry, meet to decide if the community can support a neighborhood bank, setting the stage for the creation of The National Capital Bank, which will succeed and grow over the next 125 years. May, 1890 Bid awarded for three story brick and stone building and construction begins.
That Same Month
Board approves first loan for a woman, lending $1,800 to Mrs. M. J. Hollins, who provided security of $2,350.
December, 1894
Following the Panic of 1893, the economy was the worst since the Civil War. Board approves its semi-annual dividend, while hundreds of banks are failing.
June, 1895
Original National Capital Bank Charter
National Capital Bank moves into the machine age, as the skills of its first female employee allow typewritten correspondence and minutes to replace elegant handwritten script.
A New Century Begins 1907
The “Bankers Panic” has little effect on the bank and its conservative business practices. Its impact across the nation, though, prompts a Congressional investigation into the American banking system.
April 8, 1909
Following the death of John Herrell, Thomas W. Smith, a successful, local, self-made businessman, is elected to be the bank’s second president.
1909
Prior to establishing a national currency, the federal government allows banks to issue “greenbacks” of their own designs.
Thomas W. Smith, President
January 13, 1914
Stockholders vote to become one of the original 11 Washington banks to join the new Federal Reserve System.
1914
With women becoming more comfortable in the workplace and the suffragist movement growing, Edna Stryker becomes the first full-time woman employee of the bank.
“Greenback” Currency Issued by National Capital Bank 1909
4 CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
5
Members of Congress are moving into the newly completed Cannon Office building, and Union Station is glistening in the center of freshly cleared land. The population on the Hill is booming, and prospective homebuyers are able to purchase new “Colonial” houses on 16th St., S.E. for $3,100. The Hill ’s second bank, the East Washington Savings Bank of Washington, D.C. opens, and the two institutions share stockholders and board members, as they will continue to do until they merge in 1944. The second decade of the century brings a World War, income taxes, and a huge number of new residents as thousands of government clerks arrive to serve as war workers. April, 1917
April 18, 1918
Upon the Good Friday entrance into World War I, Washington’s economy booms. A staff of 14 includes a full-time clerk to sell Liberty Bonds, and the bank pays its typical 5% dividend throughout the war.
With the arrival of affordable automobiles, the bank grants its first $300 loan for the purchase of a Ford Touring Car, with the requirement of insurance equal to the amount of the loan.
National Capital Bank elects its third president, Henry Hunt McKee, who goes on to become a leader in the American Bankers’ Association, District Bankers’ Association, and a tireless activist for probanking legislation.
The advent of Prohibition brings business changes to the District, and the Capitol Hill brewery of Albert Carry, Director and First Vice President, is converted to an ice cream factory.
1917
1920
First Roar, then the Depression Henry Hunt McKee, President
1920
1931
The Board examines business practices and employees’ salaries, instituting new fees and raising the annual payroll of the bank from $18,528 to $23,020.
Bank President McKee takes advantage of the bank’s soundness to acquire utility, oil and other bonds. In December, the bank issues a 7% dividend, and continues to pay the annual employee Christmas bonus.
1920s
Advertising is no longer frowned upon, and the bank erects two wood and metal signs, extending above the roofline, and illuminates them with spotlights. Under the pressure of increasing competition, the bank makes improvements, acquires a new vault, installs a telephone switchboard and phones for bookkeepers and tellers.
1921
With postwar business booming, the bank is making as many as 70 loans per week.
May, 1925
The bank acquires the Washington Hall property where it first opened its doors, as well as the lot behind it.
October 24, 1929
“Black Tuesday” ushers in the Great Depression, but given the ongoing strong performance of the bank, board minutes for the year end without a single mention of the stock market crash.
6
December, 1932
After guiding the bank through another year, the board breathes a sigh of relief and votes a 4% dividend. Between “Black Tuesday” and early 1933, two-thirds of U.S. banks have been ordered closed.
December, 1935
With Franklin Roosevelt in office, banks see new regulations emerge on a monthly basis. At the December board meeting, President McKee states the bank’s policy: “It has been the aim of the officers and directors of this bank to safeguard the interests of the depositors by keeping the bank in a strong position while at the same time trying to use its available funds with which to make safe loans and investments in order that the stockholders’ interest may be promoted through reasonable earnings.”
January 18, 1939
The National Capital Bank begins its golden anniversary year with its first sale of stock on the Washington Stock Exchange, and closes out 50 years without missing a dividend.
CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
7
With the war over, the 1920’s see continued development on the Hill, and the population embraces the post-war ideal of increasing personal income and enjoying life, buying homes at a record pace. Life on the Hill is stable, with many residents employed by the government, and most of the available building lots filled. So when the Depression occurs, the community weathers it better than the rest of the country. The era continues with the completion of major area landmarks: the Folger Shakespeare Library, the Lutheran Church of the Reformation, the U.S. Supreme Court and the Library of Congress’ Adams Annex. And the Penn Theater on Pennsylvania Avenue becomes one of the first neighborhood movie theaters in the nation in 1935.
The War Years and the Booming ‘50s George A. Didden, Jr., President and Chairman of the Board
August 2, 1943
1950 – 1953
After serving as the bank’s legal counsel and as a board member, George A. Didden, Jr. is elected president, and becomes the youngest ever to serve in that capacity, presiding over one of the strongest banks in the country, with $4.3 million in deposits.
With the population of Capitol Hill aging and the loss of its biggest employer when the Navy Yard ceases shipbuilding, Didden uses his influence as President of the District of Columbia Bankers’ Association to persuade leaders from across the city with diverse contacts and interests to join the bank’s board, bringing in the expertise of many successful local businessmen.
1944
The Comptroller of the Currency approves the bank’s merger with East Washington Savings Bank, amalgamating a partnership begun in 1915.
August 1, 1946
With continuing rapid growth, Didden leads the bank into its first branch location, choosing a property at 2337 Pennsylvania Avenue, S.E. in the prosperous Randle Highlands neighborhood.
May 26, 1957
Capitalizing on the success of its Highlands-area location, the bank constructs an entirely new location at 2701 Pennsylvania Avenue, S.E. Reflecting changing times, the branch’s downstairs club room and adjoining kitchen welcome neighborhood clubs as well as employees. The branch features a popular drive-in window and large parking lot consistent with the automobile-oriented suburban culture.
8 CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
9
At the outset of the Second World War, Capitol Hill is still crowded with government workers who arrived during the Depression. The Navy Yard and defense-related offices are operating around the clock. It’s a new era for the bank, too, which even at the end of the war faces aging leadership, and is too old to be fashionable, but too young to be historic. But the presidency of George A. Didden, Jr. brings youth, new ideas and leadership for expansion and further growth. Life on the Hill is changing, too. During the 1950s, its traditional middle-class community is moving away, lured by VA loans, tract housing in the suburbs, and new urban housing farther from the heart of the city.
Highlands Branch at 2701 Pennsylvania Avenue, S.E.
One of the very first in Washington, a drive-in window is added to the bank’s main office.
75 Years and Growing George A. Didden, Jr., with his 4 sons Richard, Donald, George and Jimmy, all of whom are employed by the bank.
1960s
Working with the federal government to deliver its employees’ paychecks for posting in advance of payday, the bank pioneers the concept of “direct deposit.” Government employees no longer had to stand in crowded lobbies with long lines on paydays.
1964
The bank holds its 75th Anniversary celebration with a formal dinner at the Washington Hilton. Among attendees are a new generation of Albert Carry’s family, as George A. Didden’s sons George and Donald have joined the bank, soon to be joined by Richard and Jimmy.
Also in 1964
Plans for an entirely new Capitol Hill location are put on hold, as interest rates rise to levels not seen since the 1920s.
A Library of Congress payday at NCB prior to “direct deposit.”
1966
Recognizing the advancements in technology, and desiring to improve the speed and quality of service, the bank signs its first contract with Data Associates. Many routine functions are now computerized and outsourced with a local company specializing in bank processing.
10 CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
11
Capitol Hill demographics continue to shift, with young professionals unwilling to move to the suburbs establishing socially-mixed urban neighborhoods. Suddenly, soccer leagues, gardening clubs and quilting clubs become part of the changing culture. In 1968, riots shake the community, but many residents feel the neighborhood is worth fighting for, and community pressure results in Congressional funding to repair the historic Eastern Market. A newly established Historic District means challenges for the bank, as long-standing plans for demolishing the old bank and constructing a new one develop into a neighborhood controversy. also in
1966
Continuing its traditionally conservative banking practices, the bank opts not to compete for customers by offering high-cost certificates of deposit, but rather continues to grow the bank’s balance sheet with traditional checking and savings products and residential mortgages.
1968 and 1969
In the tension and activism following the assassination of Dr. Martin Luther King Jr., George Didden takes a public and effective stand against a suit from Americans for Democratic Action, which charged the bank with usurious lending. His defense, that the bank never charges more than a legal rate of interest, is upheld by the superior court.
1975 – 1978 After years of postponement, and then wrangling with the newly-created Capitol Hill Restoration Society, the bank’s plans for a new building, which had germinated in the 1960s, are finally allowed to proceed. The old building is demolished and the new one constructed. Employees rejoice in a modern, spacious working environment, while customers enjoy the elegant, upscale interior design of the colonial revival banking lobby.
George A. Didden, III Chairman and CEO
Strong Growth in Difficult Times 1981
During the 1980s
The bank purchases its first main-frame computer and begins on-site data processing in the bookkeeping department. Employees are no longer burdened with manual interest calculations and mechanical check posting.
With its record of stability, strength and profitability, the bank begins to attract national attention, and is ranked as one of the best run banks in America.
1983
Building upon strong consumer demand for loans, the bank’s after-tax profits surpass $1 million for the first time in history. Investment capital equals 28.24% of deposits, making National Capital Bank one of the strongest in the nation.
1989
Celebrating its 100th anniversary, the bank weathers a decade of 20% prime interest rates, many bank failures and much consolidation in the industry.
1991
With $100 million in assets, the bank reaches another important milestone in its growth.
12 CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
13
The 1980s and 90s usher in another turbulent time in the national economy and in the banking sector. The decade began with run-away inflation, double-digit interest rates, and ended with unprecedented new banking regulations and governmental oversight. During this period The National Capital Bank adheres to its legacy of sound lending and wise investing. The Bank is rewarded with continued growth while over 3,000 banks and savings and loans close their doors. The era of bank deregulation, the growth of mega-banks that are “too big to fail,” and risky lending practices continue to put pressure on community banks. Throughout these difficult days customers are reassured by the steadiness of National Capital and the service they receive from financial professionals they’ve grown to trust. 1996 Following the death of its Highlands assistant branch manager in an attempted robbery, the bank donates the “Marlow Thomson Building” to the community. At the urging of community leaders, the metropolitan police department establishes a sub-station, credited with reducing crime in the neighborhood.
1997
The bank opens its Friendship Heights location in Northwest Washington.
Also in 1997
Installed three automatic teller machines at various city locations, allowing 24-hour transactions.
1998 1995 After George A. Didden, Jr.’s death, George A. Didden, III becomes Chairman and CEO, and Richard A. Didden begins serving as President and CAO.
In conjunction with Financial Network (FNIC), National Capital opens their very first Financial Services Department to assist customers with financial planning and avenues of investment outside the banking arena. This came as a result of a special exemption to the Glass-Steagall Act of 1933.
Moving Into the New Millennium Richard A Didden, Chairman and CEO James M. Didden, President
2000
December 5, 2003
The bank has enjoyed a second consecutive year of record earnings, loans and deposit growth.
Another bank milestone is recorded, as the bank’s assets reach $200 million, doubling a record set just 12 years before.
Also in 2000
As a reflection of the longstanding tradition of service to the community, National Capital Bank is recognized by The Washington Business Journal, stating, “It’s run by a local family intimately involved in the community; it can stake out a claim in the shadows of the big boys.” The bank is also actively involved in bringing a Business Improvement District (BID) to Capitol Hill, focusing on helping the neighborhood manage vagrancy and helping the homeless. Another community partnership helps to found the not-for-profit corporation Barracks Row Main Street (BRMS), helping to revitalize five blocks along Eighth Street Southeast.
And, again in 2000
The bank’s sixth ATM is installed at 17th and Q Streets N.W., adding downtown convenience.
2005
New Silver Bank Accounts for seniors, and Gold and Platinum Accounts for higher balance customers are introduced and warmly received. The living coral reef installed in the main office proves to be a big hit with customers, and especially their youngsters.
2006
Ushering in the next generation of Didden family leadership, R. Andrew Didden, Jr. is promoted to senior investment advisor and oversees growing assets in this area.
2007
After the untimely passing of George A. Didden, III, Richard A. Didden is named Chairman and CEO, and James M. Didden as President.
14 CELEBRATING 125 YEARS
THE NATIONAL CAPITAL BANK OF WASHINGTON
A new century brings additional growth and new records for performance. Under Richard A. Didden’s leadership beginning in 2007, the bank surpasses $400 million in assets and sets all-time earnings records in 2010, 2011 and 2012. During the six years he was at the helm, our small bank demonstrated unparalleled generosity by providing more than $1 million in support to community organizations. Despite Donald A. Didden’s retirement in 2010 and the passing of Richard in 2013, the Didden family continues to provide strong and stable leadership. With fourth-generation Jimmy Didden as the bank’s President, and both the fourth and fifth generations represented on the Board of Directors, the legacy of integrity, fiscal soundness and a family approach to our clientele continues into the 21st century. 2008
2012
As growth and profitability continue, the bank has an honor- and award-filled year, with acknowledgements from Entrepreneur, The Washington Business Journal, and other publications. And industry recognition includes an “A+ for Excellent Financial Security” from TheStreet.com, and “The Safest Bank in the District of Columbia” from Weiss Ratings, Inc.
Assets once again set a record for the bank, increasing over 23% from the prior year, and now totaling $433.8 million.
2009
National recognition continues, with Weiss Safety Ratings declaring the bank “One of the 20 Strongest Banks,” and U.S. Banker rating it one of the “Top 200 Community Banks” in the country.
2013
Following the passing of Richard A. Didden, long-time board member and legal counsel Robert F. Comstock is appointed Chairman and CEO, while Jimmy Didden continues the Didden family legacy of leading the bank.
2010
The bank sets another performance record, with a 12.02% increase in total assets, to $334 million.
R. Andrew Didden, Jr., Senior Vice President
15
Looking to the Future
If past is prologue, The National Capital Bank of Washington will purposefully continue to operate with a winning combination of conservative financial practices, and unparalleled customer and community service. Now, well into our second century, we’ve weathered bank panics, two World Wars, the Great Depression, runaway inflation and the Great Recession, and done so with steady growth and ongoing financial strength. There’s every reason to believe the coming decades will give us even more occasions to celebrate our legacy.
16 CELEBRATING 125 YEARS
National Capital Bank 2014 ANNUAL REPORT
Financial Report Founded 1889
To Our Shareholders
The year 2014 was not a typical year for your Bank. While ordinary operating profit remained strong, the charge-off of a large loan left us with net income far below what we historically experience. Despite this anomaly, we closed the books in December well into the black. It is fortunate that our fiscally conservative policies of the past dictated that we keep a substantial reserve for bad debt which covered a considerable portion of the loan chargeoff and ensured that The National Capital Bank remains strong and well capitalized. Shareholders may rest assured that we continue to monitor our loan portfolio and systems are in place to better track problem credits. We look forward to returning to more representative numbers in 2015. The recession that began in 2008 had wide ranging ramifications in the economy at-large. It is unfortunate that one of these was the financial deterioration of a borrower with an otherwise good history here at the Bank. We are reminded too painfully that there are risks inherent in every loan we make and circumstances can turn a good risk into a nightmare.
In mid-2007 the Federal Reserve began its “near zero” interest rate strategy, the repercussions of which have had a major impact on profits in the banking industry. At NCB we have been challenged over the last several years with decreasing loan yields as consumers flocked to re-finance their home mortgages at rock-bottom rates. Earnings from “interest on loans” eroded at a rate of million dollars per year in 2012 and 2013. Luckily, declining rates allowed us to take substantial capital gains on securities producing an earnings record in 2012. 2013 was not a record year as we allowed
loan balances to shrink rather than commit to rates which could become bad investments in times of rising rates.
In 2014 the positive and negative impact of low interest rates had pretty much played-out and we found ourselves continuing the transition to the new economic realities. Much of the year was spent developing a five-year strategic plan which would incorporate more variable rate loans and fee generating products which guard against the possibility of uncertain rate swings. The coming year will find us implementing new strategies that should substantially help the bottom line beginning in 2016. Much will depend on growth in the economy, but the outlook for our Bank is good.
Net income for this past year was $714,468 after taxes despite the extraordinary charge against earnings of some $2.2 million dollars. Without the impact of the loan loss and costs associated therewith, our earnings would have amounted to just under $3 million, an increase of $200,000 over last year. Assets rose 2.5% to $435 million. Total deposits increased to $382 million and loan balances dropped a mere 1% to $246 million. Total non-interest income rose 16.1% with growth in our investment services area contributing significantly. Our Net Interest Margin appears to have ceased its fifteen-year decline and increased to 2.83% as we aggressively managed our cost of funds. This speaks well for our future as rates have nowhere to go but up and we have ample money to lend. It is also positive to note that 2014 annual stockholder dividends remained steady at $6.00 per share despite the temporary drop in earnings.
1
On the expense side of the ledger, salaries and benefits expense increased to $6.1 million, an increase of 14% in 2014. This is primarily due to additional hires in various necessary support staff as well as lump sum retirement buyouts for some of our senior employees. As our Bank becomes larger we have been following the advice of regulators to strategically provide additional compliance staff to check and cross-check adherence to a broad range of Bank policy and regulatory issues. This appears to be the future of the banking industry as regulators seek to iron out wrinkles in the industry, many of which caused the failure of so many banks in the first part of the twenty-first century. Although we don’t feel like we were in any way a part of the problem, we have known for quite some time that a much tougher regulatory regimen was on its way. As products, services and technology expand we encounter new areas of risk which must be identified and monitored. Risk Management and Compliance have become front and center in the banking industry these days.
As our Bank edges closer and closer to a half-billion dollars in assets, we felt a strong need to provide infrastructure necessary to run a larger bank. We recognized that the economic landscape in which we operate has changed forever and with 70% growth in assets over the past six years we needed to adopt a plan that charts a course for stable earnings. Executive Management identified the need to offer new and varying deposit and loan products which will more adequately meet the needs of our existing customers and ultimately add to the bottom line without the risks associated with rising rates. In addition we recognized the need to augment staff with banking professionals trained in the specialties of commercial lending, portfolio management, information technology and regulatory compliance. We can happily report that initial parts of our strategic plan have been implemented and we will devote much of 2015 to its full execution. We must
2
also advance our selling proposition to meet the competition on a level playing field and serve our customers’ needs, as these needs evolve.
National Capital Bank continues to update our technologies with the development of an automated mortgage platform, computer generated loan documents, and bank-to-bank transfers for consumers. Our suite of “mobile banking” offerings will be introduced in 2015. Mobile banking apps have been approved for iPhone and Android devices and we are currently in beta testing. Soon our “on the go” customers will be able to transact routine transactions on any mobile device or tablet. It is worth noting that in 2014 the face of the National Capital Bank has changed somewhat with several senior officers and one long-time director retiring. We thank them for their many dedicated years of faithful service and wish them well in their new endeavors. It is equally worth noting that we have welcomed many talented individuals into the National Capital Bank family and we wish them every success as they help us expand into new lines of business. We are indebted to our directors, officers and employees for their hard work and dedication throughout the year. You may be assured that your Bank remains safe, sound and profitable in good times and bad times. We are indebted to the many loyal customers who choose to bank with us and are proud to continue to support the many worthwhile civic and charitable organizations in our community. Together we will prosper for years to come.
2014 Board of Directors
Bruce M. Case
President Case Design/Remodeling, Inc.
Robert F. Comstock
Attorney at Law Chairman and CEO
R. Andrew Didden, Jr.
Senior Vice President National Capital Financial Group
Donald A. Didden
Executive Vice President (Retired)
James M. Didden President
Kathryn H. Didden Investor
Robert B. Donohoe
Chief Executive Officer The Donohoe Companies, Inc. Chairman of the Executive Committee
William J. Durkin Attorney at Law
James A. Monk
Cofounder & Secretary Good Samaritan Foundation
George T. Pedas Attorney at Law
James Pedas
Co-Owner Circle Management
William T. Pedas Vice President Circle Management
Dorothee D. Riederer Investor
Rev. Wesley S. Williams, Jr. LLD President and Co-Chairman Lockhart Companies Inc.
Executive Committee Robert B. Donohoe, Chairman Robert F. Comstock
R. Andrew Didden, Jr. James M. Didden
Kathryn H. Didden William T. Pedas
3
Audit
To the Board of Directors and Stockholders The National Capital Bank of Washington Washington, D.C.
Report on the Financial Statements We have audited the accompanying financial statements of The National Capital Bank of Washington which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of income, comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The National Capital Bank of Washington as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
4
Winchester, Virginia February 18, 2015
Financials
National Capital Bank of Washington Financial Highlights 2014 Years Ended December 31, 2014 and 2013 (Dollars in thousands, except per share data) Year ended December 31
2014
2013
% Change
ANNUAL RESULTS Net Income Net Income per Common Share* Common Dividends Paid per Share
$714 2.48 6.00
$2,787 9.69 6.00
-74.38% -74.37% 0.00%
0.16% 1.82% 2.83% 65.41%
0.66% 6.87% 2.83% 58.81%
-75.76% -73.51% 0.00% 11.22%
SELECTED AVERAGE BALANCES Total Assets Total Earning Assets Total Gross Loans Total Deposits Non Interest Interest Total Repurchase Agreements Total Stockholders Equity
$433,748 420,423 247,201 375,339 99,229 276,110 18,200 39,258
$421,990 413,150 246,396 369,554 91,153 278,401 11,111 40,598
2.79% 1.76% 0.33% 1.57% 8.86% -0.82% 63.80% -3.30%
SELECTED YEAR-END BALANCES Total Assets Total Earning Assets Total Gross Loans Allowance for Loan Losses Total Deposits Non Interest Interest Total Repurchase Agreements Total Shareholders' Equity Total Shares of Common Stock
$435,203 420,599 244,216 2,050 381,973 99,667 282,306 12,901 39,410 287,652
$424,506 410,113 247,325 1,863 376,412 99,063 277,349 9,701 38,051 287,652
2.52% 2.56% -1.26% 10.04% 1.48% 0.61% 1.79% 32.99% 3.57% 0.00%
9.05%
9.62%
-5.93%
9.06%
8.96%
1.12%
Common Stock, Per Share: Book Value Market Price
$137.00 298.00
$132.28 274.50
3.57% 8.56%
Average Shares Outstanding *
287,652
287,652
0.00%
PERFORMANCE RATIOS BASED ON NET INCOME Return on Average Assets Return on Average Common Shareholders' Equity Net Interest Margin 1 Cost Efficiency Ratio (As reported to The Comptroller of Currency)
CAPITAL RATIOS Average Shareholders' Equity to Average Assets at Year-end Shareholders' Equity to Assets at Year-end
1. Total revenue is comrised of net interest income presented on aq fully-taxable equilvalet (FTE) basis and income. The net interest margin and efficiency ratios are presented on a FTE basis. The FTE basis adjusts for the tax-favored status of income from certain loans comparability of net income and enchances comparability of net interest income arising from taxable and tax-exempt sources.
5
Financials
The National Capital Bank of Washington Balance Sheets December 31, 2014 and 2013
Assets Cash and due from banks Interest-bearing deposits Total cash and cash equivalents
$
$
2013 8,827,295 44,275,055 53,102,350
Investment securities: Available-for-sale, at fair value Restricted stock, at cost Total investment securities
156,590,090 436,150 157,026,240
118,458,563 53,950 118,512,513
Loans receivable, net of allowance for loan losses of $2,049,961 (2014) and $1,862,560 (2013) Bank premises and equipment, net Bank-owned life insurance Accrued interest and other assets
244,216,215 2,375,184 8,273,047 4,195,163
245,462,109 2,474,747 4,954,032
Total Assets Liabilities and Stockholders’ Equity Liabilities: Deposits: Non-interest-bearing Interest-bearing Total deposits
$
435,203,186
$
424,505,751
$
99,666,794 282,306,601 381,973,395
$
99,062,867 277,349,222 376,412,089
12,900,602 919,477 395,793,474
Securities sold under agreements to repurchase Accrued interest and other liabilities Total Liabilities
Stockholders’ Equity: Common stock, $1.25 par value per share - 400,000 shares authorized, 287,652 issued and outstanding at December 31, 2014 and 2013 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity See Notes to Financial Statements.
9,700,637 342,362 386,455,088
-
Commitments and contingent liabilities
6
2014 5,082,337 14,035,000 19,117,337
-
359,565 1,438,260 39,555,928 (1,944,041) 39,409,712 $
435,203,186
359,565 1,438,260 40,567,372 (4,314,534) 38,050,663 $
424,505,751
The National Capital Bank of Washington Statements of Income Years Ended December 31, 2014 and 2013 Interest Income: Loans, including fees Investment securities Interest-bearing deposits Total interest income
2014 $
Interest Expense: Deposits Securities sold under agreements to repurchase and short-term borrowings Total interest expense Net Interest Income Provision for Loan Losses Net Interest Income after Provision for Loan Losses Noninterest Income: Service charges on deposit accounts Other service charges and fees Rental income Asset management fees Net gain on sale of securities Bank owned life insurance income Other income Total noninterest income Noninterest Expense: Salaries and employee benefits expense Occupancy expense Equipment expense Professional fees FDIC assessments Data processing expense Insurance expense Other expense Total noninterest expense Income Before Income Taxes Provision for Income Taxes Net Income Basic and Diluted Earnings Per Share of Common Stock Average Shares Outstanding
2013
10,352,765 2,102,265 77,636 12,532,666
$
10,546,797 1,836,692 64,757 12,448,246
597,223
760,932
18,202 615,425
11,113 772,045
11,917,241
11,676,201
3,926,737
937,000
7,990,504
10,739,201
337,157 79,728 1,377,547 715,405 252,345 273,063 320,069 3,355,314
336,079 80,019 1,360,600 573,695 194,600 344,054 2,889,047
6,144,011 902,882 208,949 657,064 342,000 532,358 75,462 1,603,072 10,465,798
5,367,240 814,435 216,306 451,068 229,495 489,350 64,279 1,424,970 9,057,143
880,020
4,571,105
165,552
1,784,019
$
714,468
$
2,787,086
$
2.48
$
9.69
287,652
287,652
See Notes to Financial Statements.
7
Financials
The National Capital Bank of Washington Statements of Comprehensive Income (Loss) Years Ended December 31, 2014 and 2013 $
Net Income
2014 714,468
Other comprehensive income (loss): Unrealized gains (losses) on securities available for sale, net of tax of $1,721,294 and ($3,226,330), respectively Reclassification adjustment, net of tax of ($102,402) and ($78,968), respectively
2,520,436
Total other comprehensive income (loss)
2,370,493 3,084,961
2013 2,787,086
(4,724,235)
(149,943) $
Total Comprehensive Income (Loss)
$
(115,632) (4,839,867) $
(2,052,781)
See Notes to Financial Statements.
The National Capital Bank of Washington Statements of Changes in Stockholders’ Equity Years Ended December 31, 2014 and 2013
Balances, December 31, 2012
Common Stock Shares Amount 287,652 $ 359,565
Additional Paid-In Capital $ 1,438,260
Net income Other comprehensive (loss), net of tax Cash dividends declared ($6.00 per share) Balances, December 31, 2013
287,652
2,787,086
$ 359,565
$ 1,438,260
Net income Other comprehensive income, net of tax Cash dividends declared ($6.00 per share) Balances, December 31, 2014 See Notes to Financial Statements.
8
287,652
Accumulated Other Retained Comprehensive Earnings Income (Loss) Total $ 39,506,198 $ 525,333 $ 41,829,356
$ 1,438,260
2,787,086 (4,839,867)
(1,725,912)
(1,725,912)
$ 40,567,372
$ (4,314,534) $ 38,050,663
714,468
$ 359,565
(4,839,867)
2,370,493
714,468 2,370,493
(1,725,912)
(1,725,912)
$ 39,555,928
$ (1,944,041) $ 39,409,712
The National Capital Bank of Washington Statements of Cash Flows Years Ended December 31, 2014 and 2013 Cash Flows From Operating Activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Provision for loan losses Accretion and amortization on investments, net Deferred income tax (benefit) Realized loss on disposal of fixed assets Realized gain on sales/calls of available-for-sale securities Net change in: Accrued interest and other assets Accrued interest and other liabilities Net cash provided by operating activities
2014 $
714,468
2013 $
2,787,086
289,571 3,926,737 132,213 (304,847) 700 (252,345)
295,701 937,000 229,784 (9,728) 331 (194,600)
(828,223) 577,115 4,255,389
70,290 (117,198) 3,998,666
(2,680,843)
480,170
Cash Flows From Investing Activities: Loan originations and principal payments, net Activity in available-for-sale securities: Purchases Sales, maturities, paydowns, and calls Net change in restricted stock Purchase of bank-owned life insurance Purchase of premises and equipment Net cash provided by (used in) investing activities
(59,716,576) 25,694,566 (382,200) (8,000,000) (190,708) (45,275,761)
(15,185,850) 52,071,849 (186,846) 37,179,323
Cash Flows From Financing Activities: Increase (decrease) in interest accounts, demand deposits and savings accounts Decrease in time deposits Increase (decrease) in repurchase agreements Dividends paid Net cash provided by (used in) financing activities
10,779,943 (5,218,637) 3,199,965 (1,725,912) 7,035,359
(1,142,858) (1,545,567) (4,330,140) (1,725,912) (8,744,477)
(33,985,013)
32,433,512
53,102,350
20,668,838
Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Beginning of Year Cash and Cash Equivalents, End of Year
$
19,117,337
$
Supplemental Disclosures of Cash Flow Information Cash paid during the year for: Interest Taxes Unrealized gain (loss) on securities available for sale
$ $ $
623,464 850,039 2,989,385
$ $ $
53,102,350
778,830 2,178,031 (8,145,165)
See Notes to Financial Statements.
9
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies Nature of Operations: The National Capital Bank of Washington (the Bank) operates under a national bank charter and provides full banking services principally to customers in the Washington, D.C. metropolitan area. As a national bank, the Bank is subject to regulations of the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC). The accounting and reporting policies of the Bank conform to accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. Use of Estimates: In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and other-than-temporary impairment of securities. Investment Securities: Debt and equity securities are segregated into the following three categories: trading, heldto-maturity, and available-for-sale. Trading securities are purchased and held principally for the purpose of reselling them within a short period of time. Unrealized gains and losses on trading securities are included in earnings. As of December 31, 2014 and 2013, the Bank did not hold any trading or held-to-maturity securities. Securities classified as held-to-maturity are accounted for at amortized cost and require the Bank to have both the positive intent and ability to hold these securities to maturity. Securities not classified as either trading or held-tomaturity are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses on available-for-sale securities are reported, net of taxes, in accumulated other comprehensive income until realized. Realized gains or losses on the sale of securities are reported in earnings and are determined using the adjusted cost of the specific security sold. Interest income is accrued on the investment’s face value. Purchase premium and discounts are recognized in interest income using the interest method over the term of the securities. Investment securities are impaired when fair value is less than cost. An impairment is considered “other than temporary” if any of the following conditions are met: the Bank intends to sell the security, it is more likely than not that the Bank will be required to sell the security before the recovery of its amortized cost basis, or the Bank does not expect to recover the security’s entire amortized cost basis (even if the Bank does not intend to sell). The Bank does not have any securities impairment that is considered “other than temporary” at December 31, 2014 and 2013. Due to the nature and restrictions placed on the Bank’s investment in common stock of the Federal Reserve Bank, these securities are classified as restricted stock and carried at cost.
10
Loans: Loans are reported at their recorded investment, which is the principal amount outstanding, as adjusted for net deferred fees or cost of loan originations. The balance of the allowance for loan losses is netted against the recorded investment in loans on the balance sheet. Interest income is accrued on the unpaid principal balance. Loan origination fees and certain direct origination costs are deferred and recognized as an adjustment of the yield on the related loans using the interest method. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on all classes of loans is discontinued either when reasonable doubt exists as to the full, timely collection of interest or principal in accordance with the loan’s contractual terms, or when a loan becomes contractually past due by ninety days or more with respect to principal or interest. All interest accrued but not collected for loans placed on nonaccrual or charged off is reversed against interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Accruals are resumed on loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loan is estimated to be fully collectible as to both principal and interest. Loans are considered past due when the borrower is not current with their payments in accordance with the contractual terms of their loan agreement.
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued) Allowance For Loan Losses: An allowance for loan losses is maintained at a level deemed appropriate by management to provide for known and inherent risks that are probable within the loan portfolio. The allowance is based upon management’s continuing assessment of various factors affecting the collectibility of loans, including current economic conditions, past credit experience, the value of the underlying collateral, and such other factors as in management’s judgment deserve current recognition in estimating probable credit losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Loans deemed uncollectible are charged off and deducted from the allowance, while subsequent recoveries are credited to the allowance. For collateral dependent loans delinquent after 180 days, the Bank obtains a new valuation. Any outstanding balance greater than the new valuation, less estimated selling costs will be charged off. Commercial, installment, and credit card loans delinquent after 120 days will be charged off unless there is fraudulent activity or bankruptcy proceedings where loans will be charged off sooner. The allowance consists of specific, general and unallocated components. For loans that are classified as impaired, a specific allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. Management has an established internally developed methodology to determine the adequacy of the allowance for loan losses that assesses the risks inherent in the loan portfolio. For purposes of determining the allowance for loan losses, management has segmented certain loans in the portfolio by product type. The loan portfolio is segmented based on risk characteristics into the following segments: real estate, commercial, installment and credit cards. Particular characteristics associated with each segment are detailed below: •
Real Estate: Loans secured by commercial real estate carry risks associated with the success of the business and ability to generate a positive cash flow sufficient to service debts and changes in the value of the collateral. Residential real estate loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral. Real estate security diminishes risks only to the extent that a market exists for the subject collateral.
•
Commercial: These loans not secured by real estate carry risks associated with the successful operation of a business and the repayment of these loans depends on the profitability and cash flows of the business. Additional risk relates to the value of collateral where depreciation occurs and the valuation is less precise. In addition, these loans may be unsecured.
•
Installment: These loans carry risks associated with the continued creditworthiness of the borrower and the value of the collateral, such as automobiles, which may depreciate more rapidly than other assets. In addition, these loans may be unsecured. These loans are more likely than real estate loans to be immediately affected in an adverse manner by job loss, divorce, illness or personal bankruptcy.
•
Credit cards: These loans are unsecured and carry risk associated with the continued creditworthiness of the borrower. These loans are immediately affected in an adverse manner by job loss, divorce, illness or personal bankruptcy.
As the first step in determining the general component of the allowance for loan losses, management uses the average five year charge-off history for each segment of the portfolio. The historical loss percentage calculated is applied to the quarter end balance of each portfolio segment. The historical component is further adjusted by management’s evaluation of various conditions per segment including the economy, concentrations of credit risk, trends in portfolio growth, changes in lending practice, changes in experience and depth of lending staff, changes in value and severity of past due loans and adversely classified loans, changes in collateral value of real estate loans and the effects of external factors including competition, legal and regulatory risks.
11
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued) Allowance For Loan Losses (Continued): To determine the specific reserve component of the allowance for loan losses, management evaluates all impaired loans to determine the amount of anticipated loss. The Bank evaluates all segments of loans for impairment except for installment loans and credit card loans. Accordingly, the Bank does not separately identify installment loans and credit card loans for impairment disclosures, unless such loans are the subject of a restructuring agreement. A loan is considered impaired when management determines that it is probable that the Bank will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Impaired loans are carried at the estimated present value of total expected future cash flows, discounted at the loan’s effective rate, or the fair value of the collateral, if the loan is collateral-dependent, or if less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs and unamortized premium or discount). There were no material changes in the Bank’s allowance for loan loss methodology during 2014 or 2013. Troubled Debt Restructurings: In situations where, for economic or legal reasons related to a borrower’s financial condition, management may grant a concession to the borrower that it would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. Premises and Equipment: Land is carried at cost. Property and equipment are stated at cost, less accumulated depreciation, which is computed on the straight-line method over the estimated useful lives of the assets, which range between 3 and 31 years. Maintenance and repairs of property and equipment are charged to operations, and major improvements are capitalized. Upon retirement, sale, or other disposition of premises and equipment, the cost and accumulated depreciation are eliminated from the accounts, and gain or loss is included in noninterest income and noninterest expenses, respectively. Foreclosed Assets: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. As of and during the years ended December 31, 2014 and 2013, the Bank did not have any foreclosed assets. Bank-Owned Life Insurance: The Bank has purchased life insurance policies on certain officers. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Earnings Per Share Of Common Stock: The Bank has a simple capital structure, with no potential common stock outstanding, such as stock options or warrants. Earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the year.
12
Income Taxes: Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the currently enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued) Income Taxes (Continued): When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. As of December 31, 2014 and 2013, there was no liability recorded for unrecognized tax benefits. Advertising Costs: Advertising costs are expensed as incurred. Advertising costs were $177,887 and $135,409 for the years ended December 31, 2014 and 2013, respectively. Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank – put presumptively beyond reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. Cash and Cash Equivalents: For purposes of the statement of cash flows, cash equivalents are highly liquid investments with original maturities of three months or less and include cash and due from banks and federal funds sold. Included in cash and due from banks on the balance sheets were restricted funds on required deposit with the Federal Reserve Bank totaling $8,802,000 and $8,834,000 at December 31, 2014 and 2013, respectively. In addition, the Bank maintains cash balances in other correspondent banks that may exceed federally insured limits. The Bank has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk. Interest-Bearing Deposits in Banks: Interest-bearing deposits in banks mature within one year and are carried at cost. Rental Income: Rental income is recognized when earned in accordance with the terms of the respective leases on a straight-line basis for the period of occupancy using the average monthly rental. Accordingly, rental income is recognized over the terms of the respective leases. Comprehensive Income (Loss): Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. However, certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported in a separate Statement of Comprehensive Income (Loss). Such items, along with net income, are components of comprehensive income (loss). All the Bank’s other comprehensive income (loss) relates to unrealized gains and losses on available-for-sale securities for the years ended December 31, 2014 and 2013. Reclassifications: Certain 2013 balances have been reclassified to conform to the 2014 financial statement presentation. These reclassifications were immaterial.
13
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued) Recent Accounting Pronouncements: In January 2014, the FASB issued ASU 2014-04, “Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force).” The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The Bank is currently assessing the impact that ASU 2014-04 will have on its financial statements. In June 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606”. This ASU applies to any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition”, most industry-specific guidance, and some cost guidance included in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts”. 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. To be in alignment with the core principle, an entity must apply a five step process including: identification of the contract(s) with a customer, identification of performance obligations in the contract(s), determination of the transaction price, allocation of the transaction price to the performance obligations, and recognition of revenue when (or as) the entity satisfies a performance obligation. Additionally, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer have also been amended to be consistent with the guidance on recognition and measurement. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Bank is currently assessing the impact that ASU 2014-09 will have on its financial statements.
14
In June 2014, the FASB issued ASU No. 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”. This ASU aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. The new guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement. The amendments in the ASU also require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. Additional disclosures will be required for the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The amendments in this ASU are effective for the first interim or annual period beginning after December 15, 2014; however, the disclosure for transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. Early adoption is not permitted. The Bank is currently assessing the impact that ASU 2014-11 will have on its financial statements.
The National Capital Bank of Washington Notes to Financial Statements
Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued) Recent Accounting Pronouncements (Continued): In August 2014, the FASB issued ASU No. 2014-14, “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure”. The amendments in this ASU apply to creditors that hold government-guaranteed mortgage loans and are intended to eliminate the diversity in practice related to the classification of these guaranteed loans upon foreclosure. The new guidance stipulates that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if (1) the loan has a government guarantee that is not separable from the loan prior to foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the other receivable should be measured on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. Entities may adopt the amendments on a prospective basis or modified retrospective basis as of the beginning of the annual period of adoption; however, the entity must apply the same method of transition as elected under ASU 2014-04. Early adoption is permitted provided the entity has already adopted ASU 2014-04. The Bank is currently assessing the impact that ASU 2014-14 will have on its financial statements. In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. The amendments in this ASU eliminate from U.S. GAAP the concept of extraordinary items. Subtopic 22520, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Bank does not expect the adoption of ASU 2015-01 to have a material impact on its financial statements.
15
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 2. Investment Securities Investment securities are summarized as follows at December 31:
Amortized Cost Available-for-sale: Debt securities: U.S. Treasury & agency obligations Mortgage-backed securities Equity securities: Mutual funds Total securities available-for-sale Restricted stock, at cost
$ 151,136,031 1,025,292 152,161,323
Equity securities: Mutual funds Total securities available-for-sale Restricted stock, at cost
16
$
29,104 3,124 32,228
$
7,700,000 $ 159,861,323
$
32,228
$
$
$
-
$
436,150
Amortized Cost Available-for-sale: Debt securities: U.S. Treasury & agency obligations Mortgage-backed securities
2014 Gross Unrealized Gross Unrealized Gains Losses
$ 113,393,093 4,626,533 118,019,626 7,700,000 $ 125,719,626 $
53,950
Fair Value
(2,759,604) $ 148,405,531 1,028,416 (2,759,604) 149,433,947 (543,857) 7,156,143 (3,303,461) $ 156,590,090 -
$
2013 Gross Unrealized Gross Unrealized Gains Losses
$
30,359 30,359
$
$
30,359
$
$
-
$
436,150
Fair Value
(6,541,663) $ 106,851,430 (80,328) 4,576,564 (6,621,991) 111,427,994 (669,431) 7,030,569 (7,291,422) $ 118,458,563 -
$
53,950
The National Capital Bank of Washington Notes to Financial Statements
Note 2. Investment Securities (Continued) Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position follows at December 31:
Less than 12 Months Fair Unrealized Value Losses Debt securities: U.S. Treasury & agency obligations
Unrealized Losses
40,237,502
$
(308,284) $ 93,017,180
$ (2,451,320) $ 133,254,682 $ (2,759,604)
$
7,156,143 47,393,645
$
(308,284) $ 93,017,180
(543,857) 7,156,143 $ (2,995,177) $ 140,410,825
Less than 12 Months Fair Unrealized Value Losses
Equity securities: Mutual funds
Total Fair Value
$
Equity securities: Mutual funds
Debt securities: U.S. Treasury & agency obligations Mortgage-backed securities
2014 12 Months or More Fair Unrealized Value Losses
$
2013 12 Months or More Fair Unrealized Value Losses
95,681,578 2,941,097 98,622,675
$ (6,039,991) $ 11,169,852 (80,328) (6,120,319) 11,169,852
7,030,569 $ 105,653,244
(669,431) $ (6,789,750) $ 11,169,852
$
$
(543,857) $ (3,303,461)
Total Fair Value
Unrealized Losses
(501,672) $ 106,851,430 $ (6,541,663) 2,941,097 (80,328) (501,672) 109,792,527 (6,621,991) 7,030,569 (501,672) $ 116,823,096
(669,431) $ (7,291,422)
At December 31, 2014, fifty-three securities with a fair value of $140,410,825 had gross unrealized losses of $3,303,461. At December 31, 2013, forty-six securities with a fair value of $116,823,096 had gross unrealized losses of $7,291,422. As of December 31, 2014 and 2013, the Bank’s unrealized losses in debt securities are related to interest rate fluctuations. Since the Bank does not intend to sell any of the investments before recovery of its amortized cost basis and has the ability and intent to hold these investments to maturity, the Bank does not consider these investments to be other-than-temporarily impaired. Based on the Bank’s evaluation and ability and intent to hold equity securities for a reasonable period of time sufficient for a forecasted recovery of fair value, the Bank does not consider these investments to be other-than-temporarily impaired at December 31, 2014 and 2013. The amortized cost and estimated fair value of debt securities at December 31, 2014, by contractual maturity are shown in the table that follows. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities
Available-for-Sale Amortized Fair Cost Value $ 81,574,988 $ 80,623,566 62,826,599 61,303,760 6,734,444 6,478,205 1,025,292 1,028,416 $ 152,161,323 $ 149,433,947
17
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 2. Investment Securities (Continued) Investment securities with an amortized cost of $39,390,184 and $28,730,255 and fair market value of $38,409,624 and $27,424,738, were pledged to secure repurchase agreements and for other purposes as required or permitted by law at December 31, 2014 and 2013, respectively. For the years ended December 31, 2014 and 2013, proceeds from sales of securities available-for-sale amounted to $15,953,352 and $27,975,078, respectively; gross realized gains were $252,345 and $361,418, respectively; and gross realized losses were $0 and $166,818, respectively. The tax expense applicable to these net realized gains and losses were ($102,402) and ($78,968), respectively. Note 3. Loans Receivable Loans receivable consisted of the following at December 31:
Real estate loans: Residential real estate Commercial real estate Commercial Installment Credit cards Net deferred loan costs Allowance for loan losses Total
2014 $
$
162,569,898 34,806,278 44,820,997 2,860,209 731,452 245,788,834 477,342 (2,049,961) 244,216,215
2013 $
$
168,574,050 31,878,702 43,343,188 2,316,072 789,792 246,901,804 422,865 (1,862,560) 245,462,109
The Bank is principally engaged in banking in the Washington, D.C. metropolitan area. The Bank primarily grants commercial and residential loans, the majority of which are secured by real estate. Although the Bank has a diversified portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent upon the economy of the Washington, D.C. metropolitan area.
18
The National Capital Bank of Washington Notes to Financial Statements
Note 3. Loans Receivable (Continued) A summary of transactions in the allowance for loan losses is as follows for the years ended December 31, 2014 and 2013:
Allowance for Loan Losses: Balance, December 31, 2013 Loans charged off Recoveries Net loans charged off Provision for loan losses Balance, December 31, 2014
Real Estate 602,075 245,899 $ 847,974
Commercial $ 1,232,077 (3,736,321) 883 (3,735,438) 3,683,615 $ 1,180,254
Installment 3,032 3,341 $ 6,373
Credit Cards $ 25,376 (3,898) (3,898) (6,118) $ 15,360
$
Ending balance: individually evaluated for impairment
$
-
$
-
$
-
$
-
$
-
Ending balance: collectively evaluated for impairment
$
847,974
$
1,180,254
$
6,373
$
15,360
$
2,049,961
Loans Receivable: Balance, December 31, 2014
$ 197,376,176
$ 44,820,997
$
2,860,209
$
731,452
Ending balance: individually evaluated for impairment
$
$
263,062
$
-
$
-
Ending balance: collectively evaluated for impairment
$ 196,186,052
$ 44,557,935
$
2,860,209
$
731,452
Allowance for Loan Losses: Balance, December 31, 2012 Loans charged off Recoveries Net loans charged off Provision for loan losses Balance, December 31, 2013
Real Estate 1,211,646 (609,571) $ 602,075
Commercial 712,442 (1,032,488) (1,032,488) 1,552,123 $ 1,232,077
Installment 13,953 (10,921) $ 3,032
Credit Cards $ 31,239 (11,232) (11,232) 5,369 $ 25,376
$
Ending balance: individually evaluated for impairment
$
-
$
-
$
-
$
-
$
-
Ending balance: collectively evaluated for impairment
$
602,075
$
1,232,077
$
3,032
$
25,376
$
1,862,560
Loans Receivable: Balance, December 31, 2013
$ 200,452,752
$ 43,343,188
$
2,316,072
$
789,792
Ending balance: individually evaluated for impairment
$
$
5,251,517
$
-
$
-
Ending balance: collectively evaluated for impairment
$ 200,452,752
$ 38,091,671
$
2,316,072
$
789,792
$
1,190,124
$
-
$
$
$
$
Total 1,862,560 (3,740,219) 883 (3,739,336) 3,926,737 2,049,961
$ 245,788,834 $
1,453,186
$ 244,335,648
$
Total 1,969,280 (1,043,720) (1,043,720) 937,000 1,862,560
$ 246,901,804 $
5,251,517
$ 241,650,287
19
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 3. Loans Receivable (Continued) Management evaluates the credit quality of all loans, except credit cards, based on an internal grading system that estimates the capability of the borrower to repay the contractual terms of their loan agreement as scheduled or at all. The Bank’s internal risk grading is based on experiences with similarly graded loans. Management analyzes risk grades on an ongoing basis. In addition, risk grades are validated by an independent loan review performed on a quarterly basis. The Bank’s internally assigned grades are as follows: • Pass – Loans are supported by adequate financial statements, adequately secured by collateral and borrower demonstrates the ability to repay from normal business operations. • Special Mention – Loans with no immediate problem, but trends exist with the borrower or the borrower’s industry that warrant close watch. This category also includes loans that are currently performing but have experienced problems in the past. • Substandard – Loans meeting any of the following conditions: (1) Loans where problems have arisen with the current net worth and/or paying capacity of the borrower, or the collateral pledged, if any, to cause the Bank to further protect its position; (2) Loans having a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; (3) Loans having the distinct possibility that the Bank will sustain some loss if the deficiencies are not satisfactorily corrected. • Doubtful – Loans classified doubtful have all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and therefore improbable. • Loss – Loans classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though full or partial recovery may be affected in the future. The Bank’s credit card portfolio is evaluated based on payment activity. Any of these loans over 30 days past due are considered non-performing. The following table represents the credit quality of loan by class:
20
Pass
December 31, 2014 Real estate loans: Residential real estate Commercial real estate Commercial Installment Total
$ 162,078,331 28,763,144 38,759,309 2,860,209 $ 232,460,993
Credit cards
$
Performing 730,478
December 31, 2013 Real estate loans: Residential real estate Commercial real estate Commercial Installment Total
Pass $ 168,574,050 24,954,167 37,209,426 2,316,072 $ 233,053,715
Credit cards
$
Performing 766,493
Special Mention $
$
491,567 5,130,378 1,944,523 7,566,468
Substandard $
$
912,756 4,117,165 5,029,921
Doubtful $
$
-
Loss $
-
$
Non-Performing $ 974 Special Mention $
$
5,999,623 1,935,000 7,934,623
Non-Performing $ 23,299
Substandard $
$
924,912 4,198,762 5,123,674
Doubtful $
$
-
Loss $
$
-
The National Capital Bank of Washington Notes to Financial Statements
Note 3. Loans Receivable (Continued) Past due loans based on contractual payment status, including loans on nonaccrual status, presented by class before unearned fees were as follows as of December 31, 2014 and 2013:
December 31, 2014 Real estate loans: Residential real estate Commercial real estate Commercial Credit cards Total
December 31, 2013 Commercial Credit cards Total
30 - 59 Days Past Due $
$
60-89 Days Past Due
30,844 866 31,710
30 - 59 Days Past Due $ 21,766 $ 21,766
$ 364,684 34,149 108 $ 398,941
60-89 Days Past Due $ 1,533 $ 1,533
Greater Than 90 Days $
912,756 263,062 $ 1,175,818
Greater Than 90 Days $ $ -
Total Past Due $
364,684 912,756 328,055 974 $ 1,606,469
Total Past Due $ $
23,299 23,299
Recorded Investments > 90 Days Accruing
Non-Accrual Loans
$
$
-
$
912,756 263,062 $ 1,175,818
Recorded Investments > 90 Days Accruing $ $ -
Non-Accrual Loans $ 5,251,517 $ 5,251,517
The following table presents the Bank’s impaired loan balances by portfolio class at December 31:
With no related allowance recorded: Real estate loans: Residential real estate Commercial real estate Commercial
With no related allowance recorded: Commercial
Recorded Investment $
277,368 912,756 263,062 1,453,186
$
5,251,517
277,368 912,756 585,549 1,775,673
$
6,594,103
Average Recorded Investment
Related Allowance $
-
$
2013
Unpaid Principal Balance
Recorded Investment $
2014
Unpaid Principal Balance
-
$
Average Recorded Investment
Related Allowance $
280,087 456,378 1,692,821 2,429,286
Interest Income Recognized
$
6,220,603
10,633 10,633 Interest Income Recognized
$
-
21
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 3. Loans Receivable (Continued) The following table shows the detail of loans by class modified as troubled debt restructurings (TDRs) during the year ended December 31, 2014 and 2013.
Residential Real Estate
Loans Modified as a TDR During the Year Ended December 31, 2014 Pre-Modification Post-Modification Number of Outstanding Recorded Outstanding Recorded Contracts Investment Investment 1 $ 277,368 $ 277,368
Commercial
Loans Modified as a TDR During the Year Ended December 31, 2013 Pre-Modification Post-Modification Number of Outstanding Recorded Outstanding Recorded Contracts Investment Investment 2 $ 6,363,698 $ 6,374,632
The following table presents TDRs that defaulted during the year ended December 31, 2013 that were modified within 12 months prior to default. There were no TDRs that defaulted during the year ended December 31, 2014 that were modified within 12 months prior to default.
Commercial
TDRs that Defaulted During the Year Ended December 31, 2013 Number of Recorded Contracts Investment 1 $ 4,967,512
For purposes of this disclosure, a troubled debt restructuring payment default occurs when, within twelve months of the original modification, either the troubled debt restructuring is placed on non-accrual status or a charge-off has occurred. TDRs are individually evaluated for impairment and included in the impaired loan tables. Note 4. Premises and Equipment Premises and equipment are comprised of the following at December 31:
Land and buildings Furniture and equipment
22
$
Accumulated depreciation Premises and equipment, net
$
Depreciation expense
$
2014 5,243,567 1,989,305 7,232,872 (4,857,688) 2,375,184 289,571
$
2013 5,184,981 1,994,677 7,179,658 (4,704,911) 2,474,747
$
295,701
$
The National Capital Bank of Washington Notes to Financial Statements
Note 5. Deposits Deposits as of December 31, are summarized as follows:
2014 Weighted Average Balance Interest Rate % 99,666,794 -
Non-interest-bearing Interest-bearing: Interest checking Money market accounts Savings accounts Certificates of deposit: Less than $250,000 $250,000 or more Total interest-bearing
$
Total deposits
$ 381,973,395
$
2013 Weighted Average Balance Interest Rate % 99,062,867 -
77,040,277 129,260,571 20,017,701
0.05 0.15 0.10
76,781,071 120,165,741 19,195,721
0.05 0.15 0.10
28,945,394 27,042,658 282,306,601
0.56 0.46
18,545,241 42,661,448 277,349,222
0.70 0.73
$ 376,412,089
At December 31, 2014, the scheduled maturities of certificates of deposit are as follows: 2015 2016 2017
$
$
40,497,979 14,985,498 504,575 55,988,052
Note 6. Securities Sold Under Agreements to Repurchase Securities sold under agreements to repurchase of $12,900,602 and $9,700,637 at December 31, 2014 and 2013 mature within one to ninety days from the transaction date and are secured by U.S. Government securities with a fair value of $23,509,510 and $17,993,157 at December 31, 2014 and 2013, respectively. The weighted average interest rate on these agreements was .10 percent at December 31, 2014 and 2013. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. Note 7. Borrowings During 2014, the Bank had $18,000,000 in available borrowings with other financial institutions. The interest rate on this agreement is equal to the prevailing federal funds rate. During 2014 and 2013, the Bank’s outstanding balances did not exceed $18,000,000 for any period of the borrowing and no balances were outstanding as of December 31, 2014 or 2013. The Bank also has access to the Federal Reserve Bank of Richmond’s discount window. Note 8. Defined Contribution Plan The Bank has a defined contribution plan that covers substantially all of the Bank’s full-time employees. Participants can contribute up to 15%, or the maximum amount allowable by law, of their annual compensation and receive a dollar for dollar matching employer contribution of up to 4% of their annual compensation. Related expenses were $105,395 and $124,931 for the years ended December 31, 2014 and 2013, respectively.
23
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 9. Stockholders’ Equity Restriction on dividends: The amount of dividends that the Bank can pay without approval from the Office of the Comptroller of the Currency is limited to its retained net income for the current year plus its retained net income for the preceding two years. At December 31, 2014, the Bank’s retained earnings available for the payment of dividends was $1,855,299. In addition, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Note 10. Regulatory Matters The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balancesheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 Capital (as defined in the regulations) to riskweighted assets (as defined) and of Tier 1 Capital (as defined) to average assets (as defined). Management believes, as of December 31, 2014 and 2013, that the Bank met all capital adequacy requirements to which it is subject. As of December 31, 2014, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table that follows. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s required and actual capital amounts and ratios are set forth in the following table as of December 31, 2014: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Active Provisions Amount Amount Ratio Amount Ratio As of December 31, 2014: Total Capital [to Risk Weighted Assets] $ 43,076,000 18.16% $ 18,973,000 >8% $ 23,716,000 >10%
24
Tier 1 Capital [to Risk Weighted Assets]
41,026,000
17.30%
9,486,000
>4%
14,230,000
>6%
Tier 1 Capital [to Average Assets]
41,026,000
9.44%
17,383,000
>4%
21,729,000
>5%
The National Capital Bank of Washington Notes to Financial Statements
Note 10. Regulatory Matters (Continued) The Bank’s required and actual capital amounts and ratios are set forth in the following table as of December 31, 2013: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Active Provisions Amount Amount Ratio Amount Ratio As of December 31, 2013: Total Capital [to Risk $ 22,047,000 >10% Weighted Assets] $ 43,558,000 19.76% $ 17,638,000 >8% Tier 1 Capital [to Risk Weighted Assets]
41,695,000
18.91%
8,819,000
>4%
13,228,000
>6%
Tier 1 Capital [to Average Assets]
41,695,000
9.97%
16,721,000
>4%
20,901,000
>5%
Note 11. Income Taxes The Bank files income tax returns in the U.S. federal jurisdiction and the District of Columbia. With few exceptions, the Bank is no longer subject to U.S. federal and state income tax examinations by tax authorities for years prior to 2011. The provision for income taxes consists of the following for the years ended December 31: 2014 Current income tax expense: Federal income tax Local income tax Total current income tax expense
$
489,891 (19,492) 470,399
$
(304,847)
Deferred income tax benefit Total income tax expense
2013
$
165,552
1,467,796 325,951 1,793,747 (9,728)
$
1,784,019
A reconciliation of the statutory income tax to the income tax expense included in the financial statements is as follows for the years ended December 31:
Income before income tax Federal tax rate Tax expense at statutory rate Differences resulting from: District of Columbia franchise tax, net of federal tax effect Nondeductible expenditures Tax exempt income Other Provision for income taxes Effective tax rate
$
$
2014 880,020 34% 299,207 (57,449) 9,944 (93,074) 6,924 165,552 18.81%
$
$
2013 4,571,105 34% 1,554,176 212,402 4,207 13,234 1,784,019 39.03%
25
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 11. Income Taxes (Continued) The tax effects of items comprising the Bank’s net deferred tax assets (liabilities) at December 31 are as follows:
Accumulated depreciation Deferred loan costs Allowance for loan losses Nonaccrual interest Deferred compensation Unrealized loss on available-for-sale securities Net deferred tax asset
$
$
2014 (92,315) (193,724) 831,956 105,323 213,845 1,327,654 2,192,739
$
$
2013 (113,689) (171,616) 755,901 89,642 2,946,974 3,507,212
Note 12. Fair Value Measurements The Bank follows authoritative accounting guidance to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The guidance clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance provides key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. Authoritative accounting guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Bank’s market assumptions. The three levels of the fair value hierarchy based on these two types of inputs are as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. Level 2 – Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and modelbased valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. Level 3 – Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. The following describes the valuation techniques used by the Bank to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements: Securities available-for-sale: Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).
26
The National Capital Bank of Washington Notes to Financial Statements
Note 12. Fair Value Measurements (Continued) The following table presents the balances of assets measured at fair value on a recurring basis as of December 31, 2014 and 2013: Fair Value Measurements at December 31, 2014 Using Quoted Significant Significant Prices in Other Other Fair Value Active Observable Unobservable as of Markets Inputs Inputs Description December 31, 2014 (Level 1) (Level 2) (Level 3) Assets: Available for sale securities: U.S treasury & agency obligations $ $ 148,405,531 $ 148,405,531 $ Mortgage-backed securities 1,028,416 1,028,416 Mutual funds 7,156,143 7,156,143 Total available for sale securities $ 156,590,090 $ 7,156,143 $ 149,433,947 $ -
Description Assets: Available for sale securities: U.S treasury & agency obligations Mortgage-backed securities Mutual funds Total available for sale securities
Fair Value as of December 31, 2013
Fair Value Measurements at December 31, 2013 Using Quoted Significant Significant Prices in Other Other Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3)
$
$
$
106,851,430 4,576,564 7,030,569 118,458,563
$
7,030,569 7,030,569
$ $
106,851,430 4,576,564 111,427,994
$ $
-
Certain financial and nonfinancial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Bank to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements: Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Bank’s collateral is real estate. If the value of real estate collateral is determined utilizing a market valuation approach based on an appraisal, of one year or less, conducted by an independent, licensed appraiser using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Statements of Income.
27
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 12. Fair Value Measurements (Continued) Other Real Estate Owned (OREO): OREO fair value measurements are the same as impaired loans which are described above. The Bank had no OREO at December 31, 2014 and 2013. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2014. The following table presents the balances of assets measured at fair value on a nonrecurring basis as of December 31, 2013:
Description Assets: Impaired loans
Fair Value Measurements at December 31, 2013 Using Quoted Significant Significant Prices in Other Other Fair Value Active Observable Unobservable as of Markets Inputs Inputs December 31, 2013 (Level 1) (Level 2) (Level 3) $
5,251,517
$
-
$
-
$
5,251,517
The following table presents information about Level 3 Fair Value Measurements: Level 3 Fair Value Measurement Impaired loans Impaired loans Impaired loans
As of December 31, 2013 Valuation Technique Unobservable Input Discounted fair value Discount for marketability, liquidity, and control Discounted appraised value Selling expenses Discounted appraised value Discount for age of appraisal
Amount 40% 6% 29%
Authoritative accounting guidance requires disclosures of the estimated fair values of financial instruments, which is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. The assumptions used by management are more fully detailed on the following page. It should be noted that different assumptions could significantly affect these estimates and the net realizable values could be materially different from the estimates presented below. The fair value estimates presented are based on pertinent information available as of December 31, 2014 and 2013. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Bank could realize in a current market transaction. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The Bank had determined the fair value of its financial instruments using the following assumptions: Cash and Cash Equivalents, Accrued Interest Receivable and Payable – The fair value of cash and cash equivalents and accrued interest receivable and payable was estimated to equal the carrying value due to the short-term nature of these financial instruments. Investment Securities – The fair value of securities was estimated based on quoted market prices, dealer quotes, and prices obtained from independent pricing services. The carrying value of restricted stock approximates fair value based on the redemption provisions of the respective entity. Loans – The fair value of loans receivable was estimated by discounting estimated future cash flows using current rates on loans with similar credit risks and terms.
28
Bank-Owned Life Insurance – Bank owned life insurance represents insurance policies on officers of the Bank. The cash value of these policies are estimates using information provided by insurance carriers. These policies are carried at their cash surrender value, which approximates the fair value.
The National Capital Bank of Washington Notes to Financial Statements
Note 12. Fair Value Measurements (Continued) Deposits – The fair value of demand and savings deposits was estimated to equal the carrying value due to the short-term nature of the financial instruments. The fair value of time deposits was estimated by discounting estimated future cash flows using current rates on time deposits with similar maturities. Short-Term Borrowings – The carrying amounts of borrowing under repurchase agreements, and other short-term borrowings maturing within ninety days, approximate their fair values. Off-Balance-Sheet-Instruments – The estimated fair value of fee income on letters of credit at December 31, 2014 and 2013 was insignificant. Loan commitments on which the committed interest rate is less than the current market rate are also insignificant at December 31, 2014 and 2013.
Carrying Value Financial Assets: Cash and cash equivalents Investment securities Loans, net Bank-owned life insurance Accrued interest receivable Financial Liabilities: Deposits Securities sold under agreement to repurchase Accrued interest payable
$ 19,117,337 157,026,240 244,216,215 8,273,047 940,203
Financial Liabilities: Deposits Securities sold under agreement to repurchase Accrued interest payable
$ 19,117,337 7,156,143 -
$
149,870,097 240,610,133 8,273,047 940,203
$
-
$ 19,117,337 157,026,240 240,610,133 8,273,047 940,203
381,973,395
-
382,027,334
-
382,027,334
12,900,602 16,211
-
12,900,602 16,211
-
12,900,602 16,211
Carrying Value Financial Assets: Cash and cash equivalents Investment securities Loans, net Accrued interest receivable
Fair Value Measurements at December 31, 2014 Using Quoted Significant Significant Prices in Other Other Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Fair Value
$ 53,102,350 118,512,513 245,462,109 785,699
Fair Value Measurements at December 31, 2013 Using Quoted Significant Significant Prices in Other Other Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Fair Value $ 53,102,350 7,030,569 -
$
111,481,944 244,084,868 785,699
$
5,251,517 -
$ 53,102,350 118,512,513 249,336,385 785,699
376,412,089
-
376,457,455
-
376,457,455
9,700,637 24,250
-
9,700,637 24,250
-
9,700,637 24,250
29
Financials
The National Capital Bank of Washington Notes to Financial Statements
Note 13. Financial Instruments With Off-Balance Sheet Risk The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit, commitments under credit card arrangements, and commercial and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the balance sheets. The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and commercial and standby letters of credit is represented by the contractual amount of those obligations. The Bank uses the same policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The contract amounts of these financial instruments at December 31 are as follows:
Commitments to extend credit – credit cards Commitments to extend credit – other loans Commercial and standby letters of credit
$
$
2014 2,887,000 58,573,000 2,297,000 63,757,000
$
$
2013 2,941,000 78,473,000 1,409,000 82,823,000
Commitments to extend credit are agreements to lend to a customer as long as there are no violations 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 drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include inventory, real estate, equipment, securities, cash, and income-producing commercial properties. Credit card commitments are unsecured. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting these commitments. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, the Bank would be required to fund the commitment. The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, the Bank would be entitled to seek recovery from the customer. At December 31, 2014 and 2013, no amounts have been recorded as liabilities for the Bank’s potential obligations under these guarantees. Note 14. Commitments and Contingencies In the ordinary course of business, the Bank has various outstanding commitments and contingent liabilities that are not reflected in the accompanying financial statements. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the financial condition of the Bank.
30
The National Capital Bank of Washington Notes to Financial Statements
Note 15. Related Party Transactions In the normal course of banking business, loans are made to executive officers and directors. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons and did not involve more than normal risks of collectibility or present other unfavorable features. At December 31, 2014 and 2013, these loans totaled $4,646,000 and $6,151,000, respectively. In addition, the Bank held deposits of $41,446,000 and $23,965,000 from officers and directors at December 31, 2014 and 2013. Note 16. Concentrations of Credit All of the Bank’s loans, commitments, and commercial and standby letters of credit have been granted to customers in the Bank’s market area. The concentrations of credit by type of loan are set forth in Note 3. Commercial and standby letters of credit were granted primarily to commercial borrowers. Note 17. Subsequent Events The Bank evaluated subsequent events that have occurred after the balance sheet date, but before the financial statements are issued. There are two types of subsequent events (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) nonrecognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Subsequent events have been considered through February 18, 2015, the date financial statements were available to be issued. Based on the evaluation, the Bank did not identify any recognized or nonrecognized subsequent events that would have required adjustment to or disclosure in the audited financial statements.
31
Officers
Robert F. Comstock
Chairman and Chief Executive Officer
James M. Didden President
R. Andrew Didden, Jr. Senior Vice President
Bob D. Hall II
Senior Vice President
Jeffrey L. Karafa
Senior Vice President
Debra A. Keats
Senior Vice President
Sheryl C. Smith
Senior Vice President
Laurie D. Cody
Vice President
David M. Glaser Vice President
James H. Thompson III Vice President
Elizabeth D. Venegas Vice President
Keith Arnold
Assistant Vice President
Juan J. Elias
Assistant Vice President
Banking Officers Robin P. Anderson Kirk C. Birdsong Carmella G. Elliott Fatima P. Fonseca Melissa D. Hennessey Daniel Solomonraj Sherri Waid
Comstock and Reilly, LLP General Counsel
Main Office
316 Pennsylvania Avenue, S.E. Washington, D.C. 20003 (202) 546-8000
Friendship Heights Office 5228 44TH Street, N.W. Washington, D.C. 20015 (202) 966-2688
www.NationalCapitalBank.com 1-888-NCB-WASH
32
Member: Federal Reserve System and Federal Deposit Insurance Corporation This statement has not been reviewed, or confirmed for accuracy or relevance by the Office of the Comptroller of the Currency.