Capital Bancorp Inc
For the period ended Mar 31, 2025. Filed May 9, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 9, 2025
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Notes to Unaudited Consolidated Financial Statements
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 1 - Nature of Business and Basis of Presentation
Nature of operations:
Capital Bancorp, Inc. is a Maryland corporation and the bank holding company (the “Company”) for Capital Bank, N.A. (the “Bank”). The Company's primary operations are conducted by the Bank, which is headquartered in Rockville, Maryland. The Company serves businesses, not-for-profit associations, entrepreneurs and others throughout the Washington D.C., Baltimore, other Maryland metropolitan areas, Florida, Illinois and North Carolina through seven commercial bank branches, one mortgage banking office, three loan production offices, three government loan servicing offices, andone credit card operations office. The Bank is principally engaged in providing commercial, real estate, and credit card loans along with other banking services, and attracting deposits.
The Company issues credit cards through OpenSky™, a digitally-driven, nationwide credit card platform providing secured, partially secured, and unsecured credit solutions, and originates residential mortgages for sale in the secondary market through Capital Bank Home Loans (“CBHL”), the Bank’s residential mortgage banking arm. Additionally, Windsor Advantage™, a wholly-owned subsidiary of the Company, is a loan service provider that offers community banks and credit unions with a comprehensive U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform.
In addition, the Company owns all of the stock of Capital Bancorp (MD) Statutory Trust I (the “Trust”). The Trust is a special purpose non-consolidated entity organized for the sole purpose of issuing trust preferred securities.
Basis of presentation:
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”) and include the activity of the Company and its wholly-owned subsidiaries, the Bank, Windsor Advantage™, and Church Street Capital. The statements do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments have been made which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of December 31, 2024, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Company reports its activities asfour divisions and reporting segments: Commercial Banking, OpenSky™, Windsor Advantage™, and Capital Bank Home Loans. In determining the appropriateness of segment definition, the Company considers components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment.
Significant accounting policies:
The preparation of consolidated financial statements in accordance with GAAP requires estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The primary reference point for the estimates is on historical experience and assumptions believed to be reasonable regarding the value of certain assets
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 1 - Nature of Business and Basis of Presentation (continued)
and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. Actual results may materially differ from these estimates under different assumptions or conditions. The Company’s significant accounting policies are described in the “Notes to the Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no changes to our significant accounting policies during the three months ended March 31, 2025.
Recent Adoption of New Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 requires public entities to disclose significant segment expenses, an amount and description for other segment items, the title and position of the entity’s chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and, on an interim basis, certain segment related disclosures that previously were required only on an annual basis. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 effective December 31, 2024. See Note 9 - Segments for new disclosures required by ASU 2023-07.
Recently Issued Accounting Pronouncements:
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company will update its income tax disclosures upon adoption.
In November 2024, the FASB issued Accounting Standards Update 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). ASU 2024-03 requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 is effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company will update its expense disclosures upon adoption.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows.
Reclassifications:
Certain reclassifications have been made to amounts reported in prior periods to conform to the
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 1 - Nature of Business and Basis of Presentation (continued)
current period presentation. The reclassifications had no material effect on net income or total stockholders' equity.
Subsequent events:
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions 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. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. For further information on a subsequent event related to the Company’s quarterly dividend, refer to Note 10.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 2 - Acquisition
Acquisition of Integrated Financial Holdings, Inc.
On October 1, 2024, the Company completed its acquisition of Integrated Financial Holdings, Inc. (“IFH”). IFH merged with and into the Company, with the Company continuing as the surviving corporation in the acquisition. Immediately following the acquisition, West Town Bank & Trust, merged with and into Capital Bank, with Capital Bank as the surviving bank. During the first quarter of 2025, the Company successfully converted IFH’s banking systems and operations onto Capital Bank’s platforms.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 2 - Acquisition
The following table summarizes the consideration paid for IFH and the amounts of the assets acquired and liabilities assumed at the October 1, 2024 acquisition date:
| Purchase Price Consideration and Net Assets Acquired | |
|---|---|
| (dollars in thousands, except shares issued and price per share) | |
| Common share consideration | |
| Shares of common stock issued | 2,631,847 |
| Price per share on September 30, 2024 | $25.71 |
| Common stock consideration | $67,665 |
| Cash consideration | 12,652 |
| Consideration for other equity instruments | 3,199 |
| Purchase price consideration | $83,516 |
| Assets | |
| Cash and cash equivalents | $77,822 |
| Investment securities available-for-sale | 1,019 |
| Loans held for sale | 41,723 |
| Portfolio loans held for investment, net | 362,180 |
| Premises and equipment, net | 7,104 |
| Customer list intangible | 12,200 |
| Trade name intangible | 2,100 |
| Core deposits intangible | 1,779 |
| Loan servicing assets | 4,515 |
| Deferred tax asset | 9,324 |
| Bank owned life insurance | 4,779 |
| Other assets | 13,731 |
| Total assets acquired | $538,276 |
| Liabilities | |
| Deposits | $458,952 |
| Other liabilities | 16,934 |
| Total liabilities assumed | $475,886 |
| Total identifiable net assets | $62,390 |
| Goodwill | $21,126 |
The assets purchased and liabilities assumed in the acquisition were recorded at their estimated fair values at the time of closing, subject to refinement for up to one year after the closing date. During the
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 2 - Acquisition
first quarter of 2025, the Company revised the estimate of adjusted servicing assets and other liabilities resulting in a $3.0 million increase in goodwill at March 31, 2025 as compared to December 31, 2024. The Company’s acquisition of IFH is discussed in detail in Note 2 “Business Combination” in the “Notes to the Consolidated Financial Statements” contained in Part II. Item 8 "Financial Statements and Supplementary Data" of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
During the three months ended March 31, 2025 and 2024, the Company incurred merger-related expenses related to the acquisition of IFH totaling $1.3 million and $0.7 million, respectively.
Note 3 -Investment Securities
The following table summarizes the amortized cost, fair value and allowance for credit losses (“ACL”) of securities available-for-sale at March 31, 2025 and December 31, 2024, respectively, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss:
| (in thousands) | |||||
|---|---|---|---|---|---|
| AmortizedCost | Gross UnrealizedGains | Gross UnrealizedLosses | Allowance for Credit Losses | FairValue | |
| U.S. Treasuries | $126,780 | $75 | $(8,068) | $— | $118,787 |
| Municipal | 11,698 | 8 | (2,156) | — | 9,550 |
| Corporate | 5,000 | — | (289) | — | 4,711 |
| Asset-backed securities | 5,391 | 23 | — | — | 5,414 |
| Mortgage-backed securities | 76,697 | 94 | (1,801) | — | 74,990 |
| Total | $225,566 | $200 | $(12,314) | $— | $213,452 |
| U.S. Treasuries | $136,831 | $42 | $(10,038) | $— | $126,835 |
| Municipal | 11,698 | 5 | (2,420) | — | 9,283 |
| Corporate | 5,000 | — | (289) | — | 4,711 |
| Asset-backed securities | 5,501 | 25 | — | — | 5,526 |
| Mortgage-backed securities | 79,939 | 2 | (2,666) | — | 77,275 |
| Total | $238,969 | $74 | $(15,413) | $— | $223,630 |
There wereno securities sold during the three months ended March 31, 2025 or the three months ended March 31, 2024. There wasno ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2025 and December 31, 2024.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 3 - Investment Securities (continued)
The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | AmortizedCost | FairValue | AmortizedCost | FairValue |
| Within one year | $10,000 | $9,993 | $20,003 | $19,882 |
| One to five years | 97,014 | 91,901 | 97,052 | 90,570 |
| Five to ten years | 31,946 | 27,732 | 29,785 | 25,446 |
| Beyond ten years | 4,518 | 3,422 | 6,689 | 4,931 |
| Asset-backed securities(1) | 5,391 | 5,414 | 5,501 | 5,526 |
| Mortgage-backed securities(1) | 76,697 | 74,990 | 79,939 | 77,275 |
| Total | $225,566 | $213,452 | $238,969 | $223,630 |
(1)Asset-backed and Mortgage-backed securities are due in monthly installments.
There were no securities pledged at March 31, 2025 and December 31, 2024 to secure public deposits and repurchase agreements.
At March 31, 2025 and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
The following table summarizes debt securities available-for-sale in an unrealized loss position for which an ACL has not been recorded at March 31, 2025 and December 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:
| Less than 12 months | 12 months or longer | Total | ||||
|---|---|---|---|---|---|---|
| (in thousands) | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses | FairValue | UnrealizedLosses |
| U.S. Treasuries | $— | $— | $102,987 | $(8,068) | $102,987 | $(8,068) |
| Municipal | — | — | 8,634 | (2,156) | 8,634 | (2,156) |
| Corporate | — | — | 4,711 | (289) | 4,711 | (289) |
| Mortgage-backed securities | 36,339 | (342) | 18,201 | (1,459) | 54,540 | (1,801) |
| Total | $36,339 | $(342) | $134,533 | $(11,972) | $170,872 | $(12,314) |
| U.S. Treasuries | $10,883 | $(93) | $111,196 | $(9,945) | $122,079 | $(10,038) |
| Municipal | — | — | 8,373 | (2,420) | 8,373 | (2,420) |
| Corporate | — | — | 4,711 | (289) | 4,711 | (289) |
| Mortgage-backed securities | 55,243 | (901) | 18,272 | (1,765) | 73,515 | (2,666) |
| Total | $66,126 | $(994) | $142,552 | $(14,419) | $208,678 | $(15,413) |
As of March 31, 2025, management determined the Company does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at March 31, 2025 before it is able to recover the amortized cost basis. Further, management reviewed the Company’s holdings as of March 31, 2025 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at March 31, 2025,
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 3 - Investment Securities (continued)
other than securities issued or guaranteed by U.S. Government entities or agencies including U.S. Treasuries and substantially all of the Company’s mortgage-backed securities, is as follows:
Corporate Securities — There have been no payment defaults on any of the Company’s holdings of corporate debt securities. There arefive securities all of which are subordinated debt of other financial institutions with face amounts ranging from $0.5 million to $2 million.
Municipal Securities — All of the Company’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at March 31, 2025, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA -82% of the portfolio; AA+ -8%; AA -10%.
Asset-backed Securities — There were three investment grade asset-backed securities, and there have been no payment defaults on these securities.
As such, it is deemed the above listed securities are not in an unrealized loss position due to credit-related issues and no further analysis is warranted as of March 31, 2025.
Note 4 -Loan Servicing
Activity for loan servicing rights and the related valuation allowance as follows for the periods presented:
| Loan servicing rights: | ||
|---|---|---|
| (in thousands) | March 31, 2025 | December 31, 2024 |
| Balance at beginning of period | $5,511 | $— |
| Additions | 110 | 5,096 |
| Other changes in fair value | (3,377) | 415 |
| Balance at end of period | $2,244 | $5,511 |
The fair value at March 31, 2025 was determined using a discount rate of 13.5%, prepayment speeds ranging from 13.2% to 18.5%, depending on the stratification of the specific right, and a weighted average default rate of 0.7%. The fair value at December 31, 2024 was determined using a discount rate of 13.5%, prepayment speeds ranging from 12.8% to 18.2%, depending on the stratification of the specific right, and a weighted average default rate of 0.7%. The changes in fair value for loan servicing rights from December 31, 2024 to March 31, 2025 was due to the refinement of assumptions used in the valuation of the servicing assets post acquisition.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses
The following is a summary of the major categories of total loans outstanding:
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | Amount | Percent | Amount | Percent |
| Real estate: | ||||
| Residential | $693,597 | 26% | $688,552 | 26% |
| Commercial | 931,675 | 35% | 943,019 | 36% |
| Construction | 343,280 | 13% | 321,252 | 12% |
| Commercial and Industrial | 594,331 | 22% | 554,550 | 21% |
| Credit card, net of reserve(1) | 118,709 | 4% | 127,766 | 5% |
| Other consumer | 2,200 | —% | 2,089 | —% |
| Portfolio loans receivable, gross | 2,683,792 | 100% | 2,637,228 | 100% |
| Deferred origination fees, net | (5,386) | (7,065) | ||
| Allowance for credit losses | (48,454) | (48,652) | ||
| Portfolio loans receivable, net | $2,629,952 | $2,581,511 | ||
(1)Credit card loans are presented net of reserve for interest and fees.
The following tables set forth the changes in the ACL and an allocation of the ACL by loan segment class for the three months ended March 31, 2025 and March 31, 2024.
| (in thousands) | BeginningBalance | Provision (Release of Provision) forCredit Losses | Charge-Offs | Recoveries | EndingBalance |
|---|---|---|---|---|---|
| Real estate: | |||||
| Residential | $6,945 | $(614) | $(1) | $1 | $6,331 |
| Commercial | 16,041 | 1,229 | — | — | 17,270 |
| Construction | 2,973 | 288 | — | — | 3,261 |
| Commercial and Industrial | 16,377 | (542) | (147) | — | 15,688 |
| Credit card | 6,301 | 1,894 | (2,297) | — | 5,898 |
| Other consumer | 15 | (9) | — | — | 6 |
| Total | $48,652 | $2,246 | $(2,445) | $1 | $48,454 |
| Real estate: | |||||
|---|---|---|---|---|---|
| Residential | $5,518 | $633 | $(225) | $— | $5,926 |
| Commercial | 10,316 | 807 | — | — | 11,123 |
| Construction | 2,271 | 28 | — | — | 2,299 |
| Commercial and Industrial | 4,406 | (306) | (98) | — | 4,002 |
| Credit card | 6,087 | 1,567 | (1,768) | 104 | 5,990 |
| Other consumer | 12 | (2) | — | — | 10 |
| Total | $28,610 | $2,727 | $(2,091) | $104 | $29,350 |
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Past due loans, segregated by age and class of loans, as of March 31, 2025 and December 31, 2024 were as follows:
| Portfolio Loans Past Due | ||||||||
|---|---|---|---|---|---|---|---|---|
| Loans30-59 DaysPast Due | Loans60-89 DaysPast Due | Loans90 or MoreDaysPast Due | Total PastDue Loans | CurrentLoans | TotalPortfolioLoans | AccruingLoans 90 orMore DaysPast Due | NonaccrualLoans | |
| (in thousands) | ||||||||
| Real estate: | ||||||||
| Residential | $5,111 | $914 | $6,221 | $12,246 | $681,351 | $693,597 | $63 | $9,374 |
| Commercial | 8,753 | 817 | 18,785 | 28,355 | 903,320 | 931,675 | — | 21,441 |
| Construction | 5,777 | — | 4,275 | 10,052 | 333,228 | 343,280 | — | 4,268 |
| Commercial and Industrial | 14,181 | 1,811 | 6,241 | 22,233 | 572,098 | 594,331 | — | 7,851 |
| Credit card | 5,767 | 5,040 | 1,504 | 12,311 | 106,398 | 118,709 | 1,504 | — |
| Other consumer | — | — | — | — | 2,200 | 2,200 | — | — |
| Total | $39,589 | $8,582 | $37,026 | $85,197 | $2,598,595 | $2,683,792 | $1,567 | $42,934 |
| Loans30-59 DaysPast Due | Loans60-89 DaysPast Due | Loans90 or MoreDaysPast Due | Total PastDue Loans | CurrentLoans | TotalPortfolioLoans | AccruingLoans 90 orMore DaysPast Due | NonaccrualLoans | |
| Real estate: | ||||||||
| Residential | $1,656 | $4,913 | $6,644 | $13,213 | $675,339 | $688,552 | $— | $8,652 |
| Commercial | 4,957 | 7,570 | 7,001 | 19,528 | 923,491 | 943,019 | 100 | 14,312 |
| Construction | 1,000 | 415 | 4,309 | 5,724 | 315,528 | 321,252 | — | 4,309 |
| Commercial and Industrial | 10,981 | 1,245 | 1,049 | 13,275 | 541,275 | 554,550 | — | 2,968 |
| Credit card | 6,923 | 6,561 | 1,544 | 15,028 | 112,738 | 127,766 | 1,544 | — |
| Other consumer | — | — | — | — | 2,089 | 2,089 | — | — |
| Total | $25,517 | $20,704 | $20,547 | $66,768 | $2,570,460 | $2,637,228 | $1,644 | $30,241 |
There were $9.0 million and $7.2 million of loans secured by one-to-four family residential properties in the process of foreclosure as of March 31, 2025 and December 31, 2024, respectively.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
The following presents the nonaccrual loans as of March 31, 2025 and December 31, 2024:
| Nonaccrual with No Allowance for Credit Loss | Nonaccrual with an Allowance for Credit Loss | Total Nonaccrual Loans | Interest Recognized on Nonaccrual Loans | |
|---|---|---|---|---|
| (in thousands) | ||||
| Real estate: | ||||
| Residential | $9,328 | $46 | $9,374 | $138 |
| Commercial | 16,900 | 4,541 | 21,441 | 103 |
| Construction | 4,268 | — | 4,268 | 315 |
| Commercial and Industrial | 2,384 | 5,467 | 7,851 | 119 |
| Total | $32,880 | $10,054 | $42,934 | $675 |
| Nonaccrual with No Allowance for Credit Loss | Nonaccrual with an Allowance for Credit Loss | Total Nonaccrual Loans | Interest Recognized on Nonaccrual Loans | |
| Real estate: | ||||
| Residential | $8,055 | $597 | $8,652 | $38 |
| Commercial | 3,205 | 11,107 | 14,312 | 122 |
| Construction | 4,309 | — | 4,309 | 144 |
| Commercial and Industrial | 247 | 2,721 | 2,968 | 106 |
| Total | $15,816 | $14,425 | $30,241 | $410 |
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
Residential real estate loans are primarily secured by owner-occupied primary residences and, to a lesser extent, investor-owned residences.
Commercial real estate loans can be secured by either owner-occupied commercial real estate or non-owner-occupied investment commercial real estate. Typically, owner-occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner-occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development and/or industrial properties, as well as other commercial or industrial real estate.
Construction loans are typically secured by owner-occupied commercial real estate or non-owner-occupied investment real estate. Typically, owner-occupied construction loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties that are in process of construction. Non-owner-occupied commercial construction loans are generally secured by office buildings and complexes, multi-family complexes, land under development and/or other commercial and industrial real estate in process of construction.
Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable and/or other commercial property.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
| Collateral dependent loans amortized cost | ||
|---|---|---|
| (in thousands) | March 31, 2025 | December 31, 2024 |
| Real estate: | ||
| Residential | $8,094 | $8,780 |
| Commercial | 19,475 | 14,803 |
| Construction | 4,268 | 4,301 |
| Commercial and Industrial | 10,755 | 6,551 |
| Total | $42,592 | $34,435 |
Of the collateral dependent loans as of March 31, 2025, a specific reserve of $46 thousand, $4.5 million and $5.1 million was assessed for residential real estate, commercial real estate and commercial and industrial loans, respectively. Of the collateral dependent loans as of December 31, 2024, a specific reserve of $147 thousand, $4.1 million and $4.8 million was assessed for residential real estate, commercial real estate and commercial and industrial loans.
The Company made 12 loan modifications on loans to borrowers experiencing financial difficulty during the three months ended March 31, 2025 as follows:
| Modifications | |||
|---|---|---|---|
| (in thousands) | Amortized Cost Basis | % of Total Loan Type | Financial Effect |
| Real estate: | |||
| Residential | $806 | 0.116% | Payment recast based on new extended maturity to lower payments on one loan;Reduced contractual interest rate from 8.375% to 6.375% on one loan. |
| Residential - Home Equity | 90 | 0.159% | Reduced contractual interest rate from 10.490% to 6.375% on one loan. |
| Commercial | 665 | 0.073% | Provided 3 months and 12 months payment deferral on two different loans through the Bank’s standard deferral program. The deferred payments were added to the end of the original loan terms. |
| Commercial and Industrial | 2,523 | 0.425% | Provided 9 months payment deferral on two loans and 12 months payment deferral on two loans through the Bank’s standard deferral program. The deferred payments were added to the end of the original loan terms;Extended maturity date of one loan which reduced monthly payment amount for the borrower;Reduced contractual floating interest rate based on Prime to 6.000% fixed rate and extended terms for 60 months on one loan;Reduced contractual floating interest rate based on Prime to 6.000% fixed rate, extended terms for 60 months and provided 3 months payment deferral on one loan with the deferred payments added to the end of the original loan terms. |
| Total | $4,084 | ||
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
The following table presents the payment status of loans that have been modified in the last twelve months:
| Past Due · Past Due | ||||||
|---|---|---|---|---|---|---|
| (in thousands) · Current · 30-89 Days · 90 Days or More · Nonaccrual · Total | ||||||
| Real estate: | ||||||
| Residential | $806 | $— | $— | $— | $806 | |
| Residential - Home Equity | 90 | — | — | — | 90 | |
| Commercial | 528 | — | — | 1,031 | 1,559 | |
| Commercial and Industrial | 2,722 | — | — | 442 | 3,164 | |
| $4,146 | 4146000 | $— | $— | $1,473 | $5,619 | |
The Company didnot make any modifications on loans to borrowers experiencing financial difficulty during the three months ended March 31, 2024.
Credit quality indicators
As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grade of loans, the level of classified loans, net charge-offs, nonperforming loans, and general economic conditions in the Company’s market. From a credit risk standpoint, the Company utilizes a risk grading matrix to assign a risk grade to each of its loans. The classifications of loans reflect a judgment about the risk of expected credit loss associated with each loan. Credit quality indicators are reviewed and adjusted regularly to account for the degree of risk and expected credit loss that the Company believes to be appropriate for each financial asset.
A description of the general risk ratings are described as follows:
Pass
Loans characterized as pass includes loans graded exceptional, very good, good, satisfactory and pass/watch. The Company believes that there is a low likelihood of credit deterioration related to those loans that are considered pass.
Special mention
A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Substandard
A substandard loan is inadequately protected by the current financial condition and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. These loans require more intense supervision by Company management.
Doubtful
A doubtful loan has all the weaknesses associated with a substandard loan 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 improbable.
Ungraded
Ungraded loans represent credit card loans not included in the individual credit grading process due to the borrower type. The credit quality indicator for credit card loans is based on the delinquency status of the borrower as of the date presented.
The following table presents the balances of classified loans based on the most recent credit quality indicator analysis. Classified loans include Special Mention, Substandard and Doubtful loans. Pass classified loans include loans graded exceptional, very good, good, satisfactory, and pass/watch. Credit card loans are ungraded as they are not individually graded. Charge-offs presented represent gross charge-offs recognized in the current period:
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
| March 31, 2025 | Term Loans by Origination Year | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving | Total |
| Residential – Real estate | ||||||||
| Pass | $25,022 | $135,833 | $114,820 | $119,827 | $69,801 | $214,030 | $— | $679,333 |
| Special Mention | — | — | 1,967 | 2,051 | 1,237 | 2,084 | — | 7,339 |
| Substandard | — | — | — | 33 | 322 | 6,570 | — | 6,925 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 25,022 | 135,833 | 116,787 | 121,911 | 71,360 | 222,684 | — | 693,597 |
| Commercial – Real estate | ||||||||
| Pass | 37,623 | 223,818 | 66,036 | 157,792 | 136,190 | 260,077 | — | 881,536 |
| Special Mention | — | — | 2,255 | 17,673 | 5,918 | 2,534 | — | 28,380 |
| Substandard | — | — | 2,693 | 3,474 | — | 15,592 | — | 21,759 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 37,623 | 223,818 | 70,984 | 178,939 | 142,108 | 278,203 | — | 931,675 |
| Construction – Real estate | ||||||||
| Pass | 25,047 | 109,287 | 115,953 | 46,978 | 20,952 | 19,788 | — | 338,005 |
| Special Mention | — | — | 1,000 | — | — | — | — | 1,000 |
| Substandard | — | — | — | — | — | 4,275 | — | 4,275 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 25,047 | 109,287 | 116,953 | 46,978 | 20,952 | 24,063 | — | 343,280 |
| Commercial and Industrial | ||||||||
| Pass | 34,280 | 167,510 | 121,596 | 85,623 | 39,837 | 106,620 | — | 555,466 |
| Special Mention | — | 222 | 15,702 | 1,969 | 201 | 8,047 | — | 26,141 |
| Substandard | — | 273 | 4,232 | 847 | 1,343 | 6,029 | — | 12,724 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 34,280 | 168,005 | 141,530 | 88,439 | 41,381 | 120,696 | — | 594,331 |
| Other consumer | ||||||||
| Pass | — | 1,221 | — | 67 | 82 | 830 | — | 2,200 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | — | 1,221 | — | 67 | 82 | 830 | — | 2,200 |
| Credit card | ||||||||
| Ungraded | — | — | — | — | — | — | 118,709 | 118,709 |
| Portfolio loans receivable, gross | $121,972 | $638,164 | $446,254 | $436,334 | $275,883 | $646,476 | $118,709 | $2,683,792 |
| (in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving | Total |
|---|---|---|---|---|---|---|---|---|
| Gross Charge-Offs | ||||||||
| Residential real estate | $— | $— | $— | $— | $— | $1 | $— | $1 |
| Commercial real estate | — | — | — | — | — | — | — | — |
| Commercial and Industrial | — | — | — | — | — | 147 | — | 147 |
| Credit card | — | — | — | — | — | — | 2,297 | 2,297 |
| Total | $— | $— | $— | $— | $— | $148 | $2,297 | $2,445 |
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
| December 31, 2024 | Term Loans by Origination Year | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving | Total |
| Residential – Real estate | ||||||||
| Pass | $155,867 | $129,639 | $122,203 | $76,906 | $69,647 | $117,272 | $— | $671,534 |
| Special Mention | — | — | 2,065 | 1,242 | 3,604 | — | — | 6,911 |
| Substandard | — | — | — | 3,422 | 189 | 6,496 | — | 10,107 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 155,867 | 129,639 | 124,268 | 81,570 | 73,440 | 123,768 | — | 688,552 |
| Commercial – Real estate | ||||||||
| Pass | 235,929 | 61,372 | 170,611 | 146,642 | 92,038 | 207,631 | — | 914,223 |
| Special Mention | — | 2,300 | 10,747 | 5,052 | — | 788 | — | 18,887 |
| Substandard | — | — | 7,558 | — | 320 | 2,031 | — | 9,909 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 235,929 | 63,672 | 188,916 | 151,694 | 92,358 | 210,450 | — | 943,019 |
| Construction – Real estate | ||||||||
| Pass | 98,942 | 129,202 | 46,532 | 20,634 | 15,458 | 6,175 | — | 316,943 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | 2,252 | 2,057 | — | 4,309 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 98,942 | 129,202 | 46,532 | 20,634 | 17,710 | 8,232 | — | 321,252 |
| Commercial and Industrial | ||||||||
| Pass | 129,043 | 130,647 | 117,346 | 42,747 | 21,356 | 107,953 | — | 549,092 |
| Special Mention | 232 | — | 489 | — | — | 270 | — | 991 |
| Substandard | — | 209 | 712 | 205 | 3,239 | 102 | — | 4,467 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 129,275 | 130,856 | 118,547 | 42,952 | 24,595 | 108,325 | — | 554,550 |
| Other consumer | ||||||||
| Pass | 1,226 | 278 | 73 | 95 | 76 | 341 | — | 2,089 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total | 1,226 | 278 | 73 | 95 | 76 | 341 | — | 2,089 |
| Credit card | ||||||||
| Ungraded | — | — | — | — | — | — | 127,766 | 127,766 |
| Portfolio loans receivable, gross | $621,239 | $453,647 | $478,336 | $296,945 | $208,179 | $451,116 | $127,766 | $2,637,228 |
| (in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving | Total |
|---|---|---|---|---|---|---|---|---|
| Gross Charge-Offs | ||||||||
| Residential real estate | $— | $— | $— | $— | $— | $907 | $— | $907 |
| Commercial real estate | — | — | 570 | — | — | — | — | 570 |
| Commercial and Industrial | 84 | 80 | 306 | — | — | 136 | — | 606 |
| Credit card | — | — | — | — | — | — | 7,145 | 7,145 |
| Total | $84 | $80 | $876 | $— | $— | $1,043 | $7,145 | $9,228 |
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
Outstanding loan commitments were as follows:
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Unused lines of credit | ||
| Real Estate: | ||
| Residential | $21,076 | $20,996 |
| Residential - Home Equity | 45,441 | 46,900 |
| Commercial | 48,469 | 44,201 |
| Construction | 85,377 | 85,984 |
| Commercial and Industrial | 67,495 | 79,961 |
| Credit card(1) | 135,112 | 124,732 |
| Other consumer | 238 | 255 |
| Total | $403,208 | $403,029 |
| Letters of credit | $3,122 | $3,122 |
(1)Outstanding loan commitments in the credit card portfolio include $106.5 million and $97.2 million in secured and partially secured balances as of March 31, 2025 and December 31, 2024, respectively.
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition of the contract. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will, at any given time, draw upon their lines in full. Loan commitments generally have variable interest rates, fixed expiration dates, and may require payment of a fee.
The Company's maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the credit commitment. Loan commitments and lines of credit are generally made on the same terms, including with regard to collateral, as outstanding loans. Management is not aware of any accounting loss to be incurred by funding these loan commitments.
The Company maintains an estimated reserve for unfunded commitments and certain off-balance sheet items such as unfunded lines of credit, which is reflected in other liabilities, with increases or decreases in the reserve being charged to or released from operating expense. Activity for this account is as follows for the periods presented:
| Three months ended | ||
|---|---|---|
| (in thousands) | March 31, 2025 | March 31, 2024 |
| Balance at beginning of period | $1,191 | $806 |
| Provision for credit losses on unfunded commitments | — | 142 |
| Balance at end of period | $1,191 | $948 |
The Company makes representations and warranties that loans sold to investors meet the investors’ program guidelines and that the information provided by the borrowers is accurate and complete. In the event of a default on a loan sold, the investor may have the right to make a claim for losses due to document deficiencies, program non-compliance, early payment default, and fraud or borrower misrepresentations.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 5 - Portfolio Loans Receivable and Allowance for Credit Losses (continued)
The Company maintains a reserve for potential losses on mortgage loans sold, which is reflected in other liabilities, with changes being charged to or released from operating expense. Activity in this reserve is as follows for the periods presented:
| Three months ended | ||
|---|---|---|
| (in thousands) | March 31, 2025 | March 31, 2024 |
| Balance at beginning of period | $2,260 | $985 |
| Provision for mortgage loan put-back reserve | 16 | 13 |
| Balance at end of period | $2,276 | $998 |
Note 6 -Leases
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations and back office operations. The Company leases five of its full service branches andseven other locations for corporate/administration activities, operations, and loan production. All property leases under lease agreements have been designated as operating leases. The Company does not have leases designated as finance leases.
The Company determines if an arrangement is a lease at inception. Operating lease Right of Use (“ROU”) assets are included in premises and equipment, and operating lease liabilities are included as other liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The historical weighted average discount rate was 5.10% at March 31, 2025 and 5.08% at December 31, 2024. The operating lease ROU asset also includes any lease pre-payments. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for separately as the non-lease component amounts are readily determinable under most leases.
As of March 31, 2025, the Company’s net lease ROU assets and related lease liabilities were $4.8 million and $5.5 million, respectively, compared to December 31, 2024 balances of $5.3 million of ROU assets and $5.9 million of lease liabilities, and have remaining terms ranging fromone toeight years, including extension options that the Company is reasonably certain will be exercised. As of March 31, 2025, the Company had not entered into any material leases that have not yet commenced. The Company’s lease information is summarized as follows:
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 6 - Leases (continued)
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Lease Right of Use Asset: | ||
| Lease asset | $6,821 | $6,821 |
| Less: Accumulated amortization | (1,976) | (1,557) |
| Net lease asset | $4,845 | $5,264 |
| Lease Liability: | ||
| Lease liability | $7,154 | 7,154 |
| Less: Accumulated amortization | (1,669) | (1,282) |
| Net lease liability | $5,485 | $5,872 |
Future minimum payments for operating leases with initial or remaining terms of one year or more are as follows:
| (in thousands) | March 31, 2025 |
|---|---|
| Amounts due in: | |
| 2025 | $1,569 |
| 2026 | 1,933 |
| 2027 | 626 |
| 2028 | 449 |
| 2029 | 441 |
| 2030 and thereafter | 1,188 |
| Total future lease payments | 6,206 |
| Discount of cash flows | (721) |
| Present value of net future lease payments | $5,485 |
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 7 - Goodwill and Intangible Assets
The change in goodwill during the periods ended March 31, 2025 and December 31, 2024 is as follows:
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Balance at beginning of period | $21,126 | $— |
| Acquired goodwill | — | 21,126 |
| Measurement period adjustment | 2,959 | — |
| Balance at end of period | $24,085 | $21,126 |
During the first quarter of 2025, the Company revised the estimate of adjusted servicing assets and other liabilities resulting in a $3.0 million increase in goodwill at March 31, 2025 as compared to December 31, 2025. Goodwill is preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.
At March 31, 2025, the Company’s reporting units include attributable goodwill from the IFH acquisition. The Company has elected to perform a qualitative assessment annually as of October 1 to determine if it is more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill.
Acquired amortizing intangible assets were as follows for the period presented:
| March 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| Amortized intangible assets: | ||||||
| Customer list intangible | $12,200 | $(364) | $11,836 | $12,200 | $(188) | $12,012 |
| Trade name intangible | 2,100 | (75) | 2,025 | 2,100 | (40) | 2,060 |
| Core deposits intangible | 1,779 | (84) | 1,695 | 1,779 | (34) | 1,745 |
| Total amortized intangible assets | $16,079 | $(523) | $15,556 | $16,079 | $(262) | $15,817 |
Goodwill represents the intangible value of IFH’s business and reputation within the markets it previously served and is not expected to be deductible for income tax purposes. The customer list intangible and trade name intangible will be amortized over its expected useful life of 17 years and 15 years, respectively, using the straight-line method. The core deposit intangible will be amortized over its expected useful life of 10 years using the sum-of-the-years-digits method.
Amortization expense was $261 thousand andzero for the three months ended March 31, 2025 and 2024, respectively.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 7 - Goodwill and Intangible Assets (continued)
At March 31, 2025, scheduled amortization of the intangible assets for each of the next five years is as follows:
| (in thousands) | |
|---|---|
| 2025 | $785 |
| 2026 | 1,043 |
| 2027 | 1,038 |
| 2028 | 1,033 |
| 2029 | 1,026 |
| Thereafter | 10,631 |
| Total | $15,556 |
Capital Bancorp, Inc. and SubsidiariesNotes to Consolidated Financial Statements
Note 8 - Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. This includes certain U.S. Treasury and other U.S. Government and government agency securities actively traded in over-the-counter markets.
Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate fair value on a recurring basis:
Investment securities available-for-sale -The fair values for investment securities available-for-sale are provided by an independent pricing service and are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing, which is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).
Loans held for sale - The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).
Loan servicing assets - The fair values of loan servicing assets are determined at a tranche level, based on market prices for comparable servicing contracts (Level 2), when available, or alternatively based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (Level 2).
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The Company has categorized its financial instruments measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 as follows:
| (in thousands) | ||||
|---|---|---|---|---|
| March 31, 2025 | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) |
| Investment securities available-for-sale | ||||
| U.S. Treasuries | $118,787 | $118,787 | $— | $— |
| Municipal | 9,550 | — | 9,550 | — |
| Corporate | 4,711 | — | 4,711 | — |
| Asset-backed securities | 5,414 | — | 5,414 | — |
| Mortgage-backed securities | 74,990 | — | 74,990 | — |
| Total | $213,452 | $118,787 | $94,665 | $— |
| Loans held for sale | $34,656 | $— | $34,656 | $— |
| Loan servicing assets | $2,244 | $— | $2,244 | $— |
| Investment securities available-for-sale | ||||
| U.S. Treasuries | $126,835 | $126,835 | $— | $— |
| Municipal | 9,283 | — | 9,283 | — |
| Corporate | 4,711 | — | 4,711 | — |
| Asset-backed securities | 5,526 | — | 5,526 | — |
| Mortgage-backed securities | 77,275 | — | 77,275 | — |
| Total | $223,630 | $126,835 | $96,795 | $— |
| Loans held for sale | $21,270 | $— | $21,270 | $— |
| Loan servicing assets | $5,511 | $— | $5,511 | $— |
Financial instruments recorded using FASB ASC 825-10
Under FASB ASC 825-10, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election, with respect to an item, may not be revoked once an election is made.
The following table reflects the difference between the fair value carrying amount of loans held for sale, measured at fair value under FASB ASC 825-10, and the aggregate unpaid principal amount the Company is contractually entitled to receive at maturity:
| Fair Value of Loans Held for Sale | ||
|---|---|---|
| (in thousands) | March 31, 2025 | December 31, 2024 |
| Aggregate fair value | $34,656 | $21,270 |
| Contractual principal | 29,796 | 16,721 |
| Difference | $4,860 | $4,549 |
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The Company has elected to account for loans held for sale at fair value to eliminate the mismatch that would occur by recording changes in market value on derivative instruments used to hedge loans held for sale while carrying the loans at the lower of cost or market. As of March 31, 2025 and December 31, 2024, there were no held for sale loans which were classified as nonaccrual.
Fair value measurements on a nonrecurring basis
Individually evaluated loans - The Company has measured expected credit losses based on the fair value of the loan's collateral and discounted cash flow analysis, where appropriate. Fair value of the collateral is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of March 31, 2025 and December 31, 2024, the fair values consist of loan balances of $46.6 million and $34.9 million, with specific reserves of $10.1 million and $9.3 million, respectively.
Foreclosed real estate - The Company's foreclosed real estate is measured at fair value less cost to sell. Fair value is determined based on offers and/or appraisals. Cost to sell the real estate is based on standard market factors. The Company categorizes its foreclosed real estate as Level 3. As of March 31, 2025 and December 31, 2024, there wasno foreclosed real estate held by the Company.
The Company has categorized its financial instruments measured at fair value on a nonrecurring basis as of March 31, 2025 and December 31, 2024 as follows:
| (in thousands) | March 31, 2025 | December 31, 2024 |
|---|---|---|
| Individually evaluated loans for credit loss, net | ||
| Level 3 inputs | $36,510 | $25,521 |
| Total | $36,510 | $25,521 |
The following table provides information describing the unobservable inputs used in Level 3 fair value measurements at March 31, 2025 and December 31, 2024:
| Unobservable Inputs | |||
|---|---|---|---|
| Valuation Technique | Unobservable Inputs | Range of Inputs | |
| Individually evaluated loans | Appraised Value/Discounted Cash Flows | Discounts to appraisals or cash flows for estimated holding and/or selling costs | 0 to 30% |
| December 31, 2024 | Valuation Technique | Unobservable Inputs | Range of Inputs |
| Individually evaluated loans | Appraised Value/Discounted Cash Flows | Discounts to appraisals or cash flows for estimated holding and/or selling costs | 0 to 30% |
Fair value of financial instruments
Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity the contractual right or obligation to either receive or deliver cash for another financial instrument.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The information used to determine fair value is highly subjective in nature and, therefore, the results are imprecise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.
As of March 31, 2025, the techniques used by the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2024. The fair value of the Company’s loan portfolio includes a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, individually evaluated loans, and all other loans. The results are then adjusted to account for credit risk as described above, and a further credit risk discount is applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for individually evaluated loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral.
The fair value of cash and cash equivalents and investments in restricted stocks is the carrying amount. Restricted investments includes equity of the Federal Reserve and other banker’s banks.
The fair value of noninterest-bearing deposits and securities sold under agreements to repurchase is the carrying amount.
The fair value of checking, savings, and money market deposits is the amount payable on demand at the reporting date. Fair value of fixed maturity term accounts and individual retirement accounts is estimated using rates currently offered for accounts of similar remaining maturities.
The fair value of borrowings is estimated by discounting the value of contractual cash flows using current market rates for borrowings with similar terms and remaining maturities.
The fair value of outstanding loan commitments, unused lines of credit, and letters of credit are not included in the table since the carrying value generally approximates fair value. These instruments generate fees that approximate those currently charged to originate similar commitments.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 8 - Fair Value (continued)
The table below presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments.
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value |
| Financial assets | ||||
| Cash and due from banks | $27,836 | $27,836 | $25,433 | $25,433 |
| Interest-bearing deposits at other financial institutions | 266,092 | 266,092 | 179,841 | 179,841 |
| Federal funds sold | 59 | 59 | 58 | 58 |
| Accrued interest receivable | $19,458 | $19,458 | $16,664 | $16,664 |
| Portfolio loans receivable, net | $2,629,952 | $2,576,493 | $2,581,511 | $2,499,578 |
| Restricted investments | 7,031 | 7,031 | 4,479 | 4,479 |
| Financial liabilities | ||||
| Noninterest-bearing deposits | $812,224 | $812,224 | $810,928 | $810,928 |
| Accrued interest payable | $9,995 | $9,995 | $9,393 | $9,393 |
| Interest-bearing deposits | $2,079,109 | $2,090,429 | $1,951,011 | $1,960,728 |
| FHLB advances and other borrowed funds | 34,062 | 33,654 | 34,062 | 32,372 |
Note 9 -Segments
The Company’s reportable segments represent business units with discrete financial information whose results are regularly reviewed by management. Thefour segments include Commercial Banking, OpenSky™ (the Company’s credit card division), Windsor Advantage and Capital Bank Home Loans (the Company’s mortgage loan division).
Our Commercial Banking division operates primarily in the Washington, D.C. and Baltimore metropolitan areas and focuses on providing personalized service to commercial clients throughout our area of operations supplemented by lending outside of our primary market, and nationwide deposit verticals. Additionally, the commercial bank engages in government-guaranteed lending on a national basis.
The Company issues credit cards through OpenSky™, a digitally-driven, nationwide credit card platform providing secured, partially secured, and unsecured credit solutions, and originates residential mortgages for sale in the secondary market through Capital Bank Home Loans (“CBHL”), the Bank’s residential mortgage banking arm. Additionally, Windsor Advantage™, a wholly-owned subsidiary of the Company, is a loan service provider that offers community banks and credit unions with a comprehensive U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform.
The Company’s reportable segments are determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon organizational design, leadership structure and
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 9 - Segments (continued)
the Company’s products and services offered. The Company’s reportable segments are also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar.
The chief operating decision maker evaluates the financial performance of the Company’s business components by evaluating revenue streams, significant expenses, and variance to the annual financial plan to assess the performance of the Company’s segments and in the determination of allocating resources and investments.
The chief operating decision maker uses revenue streams and other relevant market data to evaluate product pricing and significant expenses to assess segment performance. Segment pretax income or loss, return on assets and the efficiency ratio is used to assess the performance of the commercial bank segment by monitoring the margin between interest income and interest expense. Segment pretax income or loss is used to assess the performance of the CBHL segment by monitoring the mortgage banking revenue from loan originations and sales. Segment pretax income or loss is used to assess the performance of the OpenSky™ segment by monitoring credit card interest income, interchange fees, and other fees. Segment pretax income or loss is used to assess the performance of the Windsor Advantage™ segment by monitoring the service charge revenues from Windsor™ customers.
Loans, investments, and deposits and fees provide the revenues in the commercial bank, loan sales provide the revenues in CBHL, credit card loan interest and fees provide the revenues in OpenSky™, and service charges and ancillary fees provide the revenues in Windsor Advantage™. Interest expense, provisions for credit losses and personnel provide the significant expenses in the commercial bank, cost of loan sales and personnel provide the significant expenses in CBHL, data processing and personnel provide the significant expenses in OpenSky™, and personnel provide the significant expenses in Windsor Advantage™.
Prior to March 31, 2025, the Company disclosed Corporate as a reportable segment. The Company has determined that what was previously deemed the Corporate reportable segment consists of other business activities that are associated with the Commercial Bank and are reflected in the tabular disclosures that follow. It should be noted that such restructuring of the tabular disclosure did not result in any changes to the Company’s revenue and expense allocation methodology. The Company restructured prior period tabular disclosures to achieve appropriate comparability.
Church Street Capital, LLC (“CSCl”) operates as a wholly owned subsidiary of Capital Bancorp, Inc. CSC originates and services a portfolio of primarily mezzanine loans with certain characteristics that do not meet Capital Bank’s general underwriting standards, but command a higher rate of return. At March 31, 2025, CSC had loans totaling $6.7 million with a collectively assessed allowance for credit losses (“ACL”) of $184 thousand. Refer to Note 5 - “Portfolio Loans Receivable and Allowance for Credit Losses” to the “Notes to Unaudited Consolidated Financial Statements” for further discussion of the consolidated ACL. The operations of CSC are included within the Commercial Bank segment performance.
Accounting policies for segments are discussed in detail in Note 1 “Nature of Business and Basis of Presentation” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Segment performance is evaluated using income (loss) before taxes. Indirect expenses are allocated on revenue. Transactions among segments are made at fair value.
The following schedules reported internally for performance assessment by the chief operating
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 9 - Segments (continued)
decision maker presents financial information for each reportable segment at and for the three months ended March 31, 2025 and 2024.
| (in thousands) | Commercial Bank | OpenSky™ | Windsor Advantage™ | CBHL | Consolidated |
|---|---|---|---|---|---|
| Interest income | $48,164 | $14,444 | $— | $152 | $62,760 |
| Interest expense | 16,649 | — | — | 64 | 16,713 |
| Net interest income | 31,515 | 14,444 | — | 88 | 46,047 |
| Provision for credit losses | 446 | 1,800 | — | — | 2,246 |
| Net interest income after provision | 31,069 | 12,644 | — | 88 | 43,801 |
| Noninterest income | |||||
| Service charges on deposits | 258 | — | — | — | 258 |
| Credit card fees | — | 3,722 | — | — | 3,722 |
| Mortgage banking revenue | 263 | — | — | 1,568 | 1,831 |
| Government lending revenue | 1,096 | — | — | — | 1,096 |
| Government loan servicing revenue(1) | (1,038) | — | 4,606 | — | 3,568 |
| Loan servicing rights (government guaranteed) | 472 | — | — | — | 472 |
| Other income | 1,423 | 11 | — | 168 | 1,602 |
| Total noninterest income | 2,474 | 3,733 | 4,606 | 1,736 | 12,549 |
| Noninterest expenses | |||||
| Salaries and employee benefits | 10,626 | 3,345 | 2,406 | 1,690 | 18,067 |
| Occupancy and equipment | 1,577 | 488 | 711 | 134 | 2,910 |
| Professional fees | 1,151 | 591 | 120 | 250 | 2,112 |
| Data processing | 440 | 6,582 | 53 | 37 | 7,112 |
| Advertising | 718 | 874 | 104 | 83 | 1,779 |
| Loan processing | 477 | 19 | 7 | 240 | 743 |
| Foreclosed real estate expenses, net | 1 | — | — | — | 1 |
| Merger-related expenses | 1,266 | — | — | — | 1,266 |
| Operational losses | 31 | 872 | — | — | 903 |
| Regulatory assessment expenses | 865 | 15 | 5 | 4 | 889 |
| Other operating | 1,408 | 516 | 254 | 93 | 2,271 |
| Total noninterest expenses | 18,560 | 13,302 | 3,660 | 2,531 | 38,053 |
| Net income (loss) before taxes | $14,983 | $3,075 | $946 | $(707) | $18,297 |
| Total assets | $3,192,327 | $119,636 | $23,750 | $14,092 | $3,349,805 |
(1) Gross government loan servicing revenue totaled $4.6 million, including $1.0 million of Commercial Bank related servicing fees, during 1Q 2025.
Capital Bancorp, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
Note 9 - Segments (continued)
| (in thousands) · Commercial Bank · OpenSky™ · CBHL · Consolidated | ||||||
|---|---|---|---|---|---|---|
| Interest income | $33,365 | $14,921 | $83 | $48,369 | ||
| Interest expense | 13,320 | — | 41 | 13,361 | ||
| Net interest income | 20,045 | 14,921 | 42 | 35,008 | ||
| Provision for credit losses | 1,168 | 1,559 | — | 2,727 | ||
| Provision for credit losses on unfunded commitments | 142 | — | — | 142 | ||
| Net interest income after provision | 18,735 | 13,362 | 42 | 32,139 | ||
| Noninterest income | ||||||
| Service charges on deposits | 207 | — | 207 | |||
| Credit card fees | — | 3,881 | — | 3,881 | ||
| Mortgage banking revenue | 288 | — | 1,165 | 1,453 | ||
| Other income | 210 | 34 | 187 | 431 | ||
| Total noninterest income | 705 | 3,915 | 1,352 | 5,972 | ||
| Noninterest expense | ||||||
| Salaries and employee benefits | 8,709 | 2,812 | 1,386 | 12,907 | ||
| Occupancy and equipment | 1,044 | 434 | 135 | 1,613 | ||
| Professional fees | 801 | 941 | 205 | 1,947 | ||
| Data processing | 316 | 6,407 | 38 | 6,761 | ||
| Advertising | 382 | 1,592 | 58 | 2,032 | ||
| Loan processing | 159 | 13 | 199 | 371 | ||
| Merger-related expenses | 712 | — | — | 712 | ||
| Regulatory assessment expenses | 473 | — | — | 473 | ||
| Other operating | 1,187 | 1,400 | 84 | 2,671 | ||
| Total noninterest expenses | 13,783 | 13,599 | 2,105 | 29,487 | ||
| Net income (loss) before taxes | $5,657 | $3,678 | $(711) | $8,624 | ||
| Total assets | $2,208,135 | $105,318 | $10,785 | $2,324,238 | ||
Notable items:
–Total assets includes goodwill and intangible assets of $24.1 million at the Commercial Bank and $13.9 million within Windsor Advantage™at March 31, 2025.
–Commercial Bank’s return on assets of 1.90% and 1.03% for the three months ended March 31, 2025 and 2024, respectively, is calculated by dividing net income before taxes by total assets.
–Commercial Bank’s efficiency ratio of 54.6% and 66.4% for the three months ended March 31, 2025 and 2024, respectively, is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).
–Windsor Advantage’s™ service charge revenues from Windsor™ customers, included within noninterest income, totaled $4.6 million, including $1.0 million of Capital Bank related servicing fees, for the three months ended March 31, 2025.
Note 10 -Subsequent Events
In April 2025, the Company’s Board of Directors declared a $0.10 per share dividend, payable on May 28, 2025 to shareholders of record on May 12, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.