Freedom Bank of Virginia
Annual Report 2013

Plain-text annual report

ANNUAL REPORT 2013 FINANCIAL RESULTS FAIRFAX RESTON VIENNA  a letter to our SHAREHOLDERS On behalf of the Board of Directors and employees of The Freedom Bank of Virginia, we are pleased to report our results for 2013. Freedom Bank had another year of strong financial performance. Assets, loans and checking account balances ended at record highs. Loan growth for 2013 increased revenues, producing a 15.1% rise in net income to $1,371,773 versus $1,192,253 at December 31, 2012. The increased bottom line was a direct result of increasing top line revenue with interest and fees on loans of $10,728,017 at December 31, 2013, up $1,422,422 (15.3%) from the prior year. Net interest income increased $1,361,832 (17.2%) to $9,274,128 in 2013. Continued improvement in asset quality reduced the Bank’s provision for loan losses from $688,200 in 2012 to $297,500 in 2013, which increased net income after provision $1,752,532 (24.3%) to $8,976,628 at December 31, 2013. Loan growth increased assets. Loans receivable elevated $48,263,037 (28.1%) to $220,164,884 at December 31, 2013. More loans allowed the Bank to reduce its holdings of lower yielding assets. Reduced investment securities decreased interest earned on investments, but total interest income was still up $1,338,099 (13.5%) in 2013 to $11,259,048. Consequently, cash, Fed funds sold and investment securities all declined in 2013. Overall, assets increased $35,559,915 (14.9%) at December 31, 2013 to $274,202,059, a record high. Loan growth was funded by rises in all deposit products. Non-interest bearing demand deposits increased $4,134,309 (11.8%) to $39,085,418. Money market accounts rose $10,768,287 (29.4%) to $47,370,151 and certificates of deposit climbed $17,438,199 (12.5%) to $156,993,688 at December 31, 2013. Lower interest rates on deposit accounts reduced total interest expense on deposits from $2,008,653 at December 31, 2012 to $1,984,920 December 31, 2013 despite a $34,577,805 increase in deposits in 2013. Asset quality continued improving in 2013, with a reduction in the percentage of past due loans and non-performing assets, and a net recovery on charge-offs. Past due loans were 0.01% at December 31, 2013, down from 0.23% the prior year. Non-performing loans as a percentage of loans decreased from 1.21% at December 31, 2012 to 0.54% at December 2013. Charge offs were $488,542 in 2012 versus a net recovery of amounts previously written off of $53,041 in 2013. Much of the increase in revenue for the year was due to the Bank’s investment in additional lending staff. More personnel increased salaries and benefits $1,130,891 (27.6%) to $5,224,922 in 2013. Coupled with a $126,086 (20.8%) rise in data processing expenses, total expenses increased 22.8% to $1,576,838. Revenue increases were greater, producing the $179,520 (15.1%) increase in net profit over December 31, 2012. Rising mortgage rates cooled off the mortgage business in 2013, resulting in a reduction in income from mortgage originations in the second half. However, this is a small part of the Bank’s operations and total other income still increased from $875,816 at December 31, 2012 to $879,642 at December 31, 2013. Stockholder’s equity at December 31, 2013 was $26,118,725, up 3.4% from $25,264,084 at December 31, 2012. Year end book value per share was $7.53, up 2.4% from $7.35 the prior year. Capital continues to be a strength of the Bank. Regulatory capital minimums to be considered well capitalized for Tier 1 Leverage Ratio, Risk Based Capital Tier 1, and Risk Based Capital Tier 2 are 5.0%, 6.0% and 10.0% respectively. At December 31, 2013, the ratios for the Bank were 10.5%, 12.1% and 13.3%, respectively, all in the well capitalized category. The Bank has focused for many years on serving the banking needs of government contractors in the region. At December 31, 2013 the Bank had thirty-eight clients in this market segment. Five of the clients were added during 2013. Four of our clients are located outside of Freedom Bank’s geographic market making government contracting our second “community” as a community bank. These accounts provide a significant portion of the Bank’s operating deposits and floating rate loans, which provide some protection to the Bank if interest rates were to rise. In February 2014, the Bank received approval from Financial Industry Regulatory Authority (FINRA) to operate its investment banking subsidiary, FBV Capital Advisors, Inc. This subsidiary provides merger and acquisitions advisory services to small businesses in the markets served by the Bank. A majority of its clients are expected to be government contractors. Although merger and acquisition transactions have long lead times and revenues from these services will not be immediate, we believe our industry knowledge and relationships will enable the Bank to generate fee income from these services. The Bank signed a lease on November 21, 2013 to open our third banking office at 11700 Plaza America Drive, Reston, Virginia 20190, which opened for business on June 19, 2014. The Bank located commercial lending officers in the branch to accelerate its growth to profitability and better serve our customers in western Fairfax. We thank you for your continued support of the Bank and hope to see you at our Annual Meeting. Craig S. Underhill President & CeO Richard C. Litman Chairman Of the BOard FINANCIAL HIGHLIGHTS $240 $220 $200 $180 $160 $140 $120 $0 ) s n o i l l i m n i ( t n u o m A ) s n i l l i m n i ( t n u o m A $280 $260 $240 $220 $200 $180 $160 $140 $0 TOTAL LOAN GROWTH $220,164,884 $154,407,193 $171,901,847 2011 2012 Year 2013 TOTAL ASSET GROWTH $274,202,059 $238,642,144 $207,557,264 2011 2012 Year 2013 ) s n o i l l i m n i ( t n u o m A $40 $35 $30 $25 $20 $15 $0 ) s n o i l l i m n i ( t n u o m A $265 $245 $225 $205 $185 $165 $145 $125 $0 TOTAL DEMAND DEPOSIT GROWTH (non-interest bearing) $39,085,418 $34,951,109 $25,392,303 2011 2012 Year 2013 TOTAL DEPOSIT GROWTH $247,153,547 $212,575,742 $183,146,322 2011 2012 Year 2013 TABLE OF CONTENTS Independent Auditors’ Report Financial Statements balance sheets statements of operations statements of comprehensive income statements of changes in stockholders’ equity statements of cash flows notes to financial statements Shareholder & Company Information 2 3 5 6 6 7 9 30 INDEPENDENT AUDITORS’ REPORT To The Board of direcTors & sTockholders The Freedom Bank of Virginia Fairfax, Virginia We have audited the accompanying financial statements of The Freedom Bank of Virginia, which comprise the balance sheets as of December 31, 2013 and 2012, and the related statements of operations, comprehensive income, 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. 2 Auditors’ 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 audits to obtain reasonable assurance about whether the financial statements are free of 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 auditors’ 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 auditors consider 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 Freedom Bank of Virginia as of December 31, 2013 and 2012, 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. Thompson, Greenspon & Co., P.C. Fairfax, Virginia April 28, 2014 Freedom Bank oF Virginia • 2013 annual report FINANCIAL STATEMENTS Balance Sheets YEARS ENDED DECEMBER 31 2013 & 2012 Assets Cash and Due from Banks Interest Bearing Deposits with Banks Federal Funds Sold Securities Available-for-Sale Securities Held-to-Maturity Federal Reserve Bank Stock, at cost Loans Held for Sale Loans Receivable Allowance for Possible Loan Losses net LOans Bank Premises and Equipment, net Accrued Interest Receivable Deferred Tax Asset Bank-Owned Life Insurance Other Assets totAl Assets 3 2013 ($) 2012 ($) 8,171,071 1,020,078 10,884,094 1,016,006 16,817,000 18,788,000 23,740,219 28,717,795 44,679 778,000 768,900 348,616 746,650 3,656,829 220,164,884 171,901,847 (2,587,363) (2,236,822) 217,577,521 169,665,025 292,377 697,326 996,000 2,101,603 1,197,285 199,500 607,276 612,000 2,043,175 1,357,178 274,202,059 238,642,144 Financial StatementSliAbilities Deposits Demand Deposits Non-interest Bearing Interest Bearing Savings Deposits Time Deposits tOtaL dePOsits Other Accrued Expenses Accrued Interest Payable totAl liAbilities stockholders’ equity Common stock $3.47 par value, 5,000,000 shares authorized: 3,468,149 Shares Issued & Outstanding, 2013; 3,439,340 Shares Issued & Outstanding, 2012 Additional Paid-in Capital Accumulated Other Comprehensive (loss) Income, net 4 Retained Deficit tOtaL stOCkhOLders’ equity 2013 ($) 2012 ($) 39,085,418 34,951,109 47,370,151 36,601,864 3,704,290 1,467,280 156,993,688 247,153,547 139,555,489 212,575,742 852,477 77,310 732,466 69,852 248,083,334 213,378,060 12,042,200 11,942,228 16,371,940 16,284,303 (418,932) 285,809 (1,876,483) 26,118,725 (3,248,256) 25,264,084 totAl liAbilities & stockholders’ equity 274,202,059 238,642,144 NoTe: The Notes to Financial Statements are an integral part of these statements. Freedom Bank oF Virginia • 2013 annual report Statements of Operations YEARS ENDED DECEMBER 31 2013 & 2012 interest income Interest & Fees on Loans Interest on Investment Securities Interest on Federal Funds Sold tOtaL interest inCOme interest exPense Interest on Deposits net interest inCOme 2013 ($) 2012 ($) 10,728,017 9,305,595 498,274 32,757 574,361 40,993 11,259,048 9,920,949 2013 ($) 2012 ($) 1,984,920 9,274,128 2,008,653 7,912,296 Provision for Possible loAn losses 297,500 688,200 net interest inCOme after Provision for Possible Loan Losses other income Service Charges & Other Income Increase in Cash Surrender Value of Bank-owned Life Insurance tOtaL Other inCOme oPerAting exPenses 8,976,628 7,224,096 821,214 58,428 832,641 43,175 879,642 875,816 5 Officers & Employee Compensation & Benefits 5,224,922 4,094,031 Occupancy Expense Equipment & Depreciation Expense Insurance Expense Professional Fees Data & Item Processing Business Development Franchise Taxes Other Operating Expenses tOtaL OPerating exPenses Income Before Income Taxes income tAx exPense net income net income Per common shAre net income Per diluted shAre 533,771 240,302 213,319 636,913 733,474 163,386 248,180 490,230 510,776 188,442 179,105 548,748 607,388 123,455 226,110 429,604 8,484,497 1,371,773 6,907,659 1,192,253 — — 1,371,773 1,192,253 0.40 0.40 0.35 0.35 NoTe: The Notes to Financial Statements are an integral part of these statements. Financial StatementSStatements of Comprehensive Income YEARS ENDED DECEMBER 31 2013 & 2012 Net Income Other Comprehensive (Loss) Income: Unrealized holding (loss) gain arising during the year, net of tax benefit of $379,475 in 2013 and net of tax expense of $81,326 in 2012 comPrehensive income 2013 ($) 2012 ($) 1,371,773 1,192,253 (704,741) 151,033 667,032 1,343,286 Statements of Changes in Stockholders’ Equity YEARS ENDED DECEMBER 31 2013 & 2012 6 shAres of common stock common stock ($) AdditionAl PAid-in cAPitAl ($) AccumulAted other comPrehensive income ($) retAined eArnings ($) (deficit) totAl stockholders’ equity ($) *2,363,665 11,818,325 16,184,810 134,776 (4,440,509) 23,697,402 — — 472,739 — — — — — — 29,713 123,903 — — 65,059 34,434 — 1,192,253 1,192,253 151,033 — — — — — — — 151,033 — 188,962 34,434 *2,866,117 11,942,228 16,284,303 285,809 (3,248,256) 25,264,084 — — 573,232 28,800 — — — — — — 99,972 87,637 3,468,149 12,042,200 16,371,940 — 1,371,773 1,371,773 (704,741) — — — (704,741) — — (418,932) — (1,876,483) 187,609 26,118,725 bAlAnce (dec. 31, 2011) Net Income Other Comprehensive Income Six-for-five Stock Split Issuance of Common Stock Stock-based Compensation bAlAnce (dec. 31, 2012) Net Income Other Comprehensive Loss Six-for-five Stock Split Issuance of Common Stock bAlAnce (dec. 31, 2013) *Shares of common stock retroactively adjusted for the six-for-five stock split is 3,439,340 and 2,836,404 as of December 31, 2012 and 2011, respectively. NoTe: The Notes to Financial Statements are an integral part of these statements. Freedom Bank oF Virginia • 2013 annual report Statements of Cash Flows YEARS ENDED DECEMBER 31 2013 & 2012 cAsh flows from oPerAting Activities 2013 ($) 2012 ($) Net income Non-cash items included in Net income Depreciation & Amortization Provision for Possible Loan Losses Net Amortization of Available-for-Sale Securities Loss (Gain) on Sale of Available-for-Sale Securities Stock-based Compensation Expense Deferred Income Tax Increase in Cash Surrender Value of Bank-Owned Life Insurance (increase) decrease in Loans Held for Sale Accrued Interest Receivable Other Assets increase (decrease) in Other Accrued Expenses Accrued Interest Payable 1,371,773 1,192,253 91,530 297,500 481,794 19,554 — (384,000) (58,428) 2,887,929 (90,050) 385,472 273,908 7,458 85,895 688,200 422,375 (7,872) 34,434 — (43,175) (649,329) (87,826) 49,579 (3,758) 11,210 Net Cash Provided by oPeratiNg aCtivities 5,284,440 1,691,986 cAsh flows from investing Activities Federal Funds Sold, net Interest Bearing Deposit with Banks Loan Originations, net Purchase of Available-for-Sale Securities Maturities, Calls & Paydowns of Securities Available-for-Sale Proceeds from Sales of Securities Available-for-Sale Purchase of Bank-Owned Life Insurance Paydowns of Held-to-Maturity Securities Purchase of Federal Reserve Bank Stock Acquisition of Bank Equipment net Cash used By inVesting aCtiVities 1,971,000 (3,035,000) (4,072) (8,667) (48,209,996) (17,983,196) (7,564,873) (26,186,281) 8,611,051 2,345,833 10,330,573 2,139,567 — (2,000,000) 303,937 (31,350) 317,536 (57,300) (184,407) (42,762,877) (71,538) (36,554,306) NoTe: The Notes to Financial Statements are an integral part of these statements. 7 Financial StatementScAsh flows from finAncing Activities 2013 ($) 2012 ($) Increase in Deposits, net Common Stock Issuance net Cash PrOVided By finanCing aCtiVities 34,577,805 29,429,420 187,609 34,765,414 188,962 29,618,382 net decreAse in cAsh & due from bAnks (2,713,023) (5,243,938) cAsh & due from bAnks (beginning of yeAr) cAsh & due from bAnks (end of yeAr) noncAsh investing Activity unreaLized (LOss) gain On seCurities aVaiLaBLe-fOr-saLe, net suPPlementAl informAtion 10,884,094 16,128,032 8,171,071 10,884,094 (704,741) 151,033 Cash Paid during the year fOr interest Cash Paid during the year fOr inCOme taxes 1,977,462 469,000 1,997,443 160,000 8 NoTe: The Notes to Financial Statements are an integral part of these statements. Freedom Bank oF Virginia • 2013 annual report Notes to Financial Statements DECEMBER 31, 2013 AND 2012 1. Nature of Operations & Summary of Significant Accounting Policies The accounting and reporting policies of The Freedom Bank of Virginia (the Bank) conform to generally accepted accounting principles (GAAP) and reflect practices of the banking industry. The policies are summarized below. Nature of operatioNs The Freedom Bank of Virginia is a state chartered bank and a member of the Federal Reserve and is subject to the rules and regulations of the Virginia State Banking Commission, the Federal Reserve and the Federal Deposit Insurance Corporation (FDIC). The Bank provides banking services at its branch offices in Fairfax, Reston and Vienna, Virginia, and serves customers primarily in the Northern Virginia area. The Bank was in organization during the period January 27, 2000 through July 22, 2001, and opened for business on July 23, 2001. use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. 9 iNterest BeariNg Deposits with BaNks The Bank maintains an interest bearing deposit with another institution in Virginia. Interest bearing deposits are valued at cost. Interest income is recorded as interest income on investment securities. securities Debt securities are classified as held-to-maturity when the Bank has the positive intent and ability to hold the securities to maturity. Securities held-to-maturity are carried at amortized cost. Debt securities not classified as held-to-maturity or trading securities are classified as available-for-sale. Securities available-for-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income. Realized gains (losses) on securities available-for-sale are included in other income (expense) and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income. The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity. Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. Gains and losses on sales of securities are recorded on the trade date and are determined using the specific-identification method. Federal Reserve stock is considered a restricted investment security, is carried at cost and is evaluated annually for impairment. The stock is required in order to be a member of the Federal Reserve. LoaNs aND LoaN fees Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at the principal amount outstanding, less the allowance for loan losses and net deferred loan fees. Interest on loans is generally computed using the simple interest method. Financial StatementSLoan origination and commitment fees, as well as certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related loans using the interest method. Amortization of deferred loan fees is discontinued when a loan is placed on non-accrual status. The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent, unless the credit is well secured and in process of collection. Other personal loans are typically charged off no later than 180 days past due. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. LoaNs heLD for saLe Loans held for sale consist primarily of residential mortgage loans, which are secured by one-to-four family residential real estate. Loans held for sale are carried at the lower of aggregate cost, net of purchase discounts or premiums, deferred fees, and deferred origination costs, or fair value. The Bank sells its mortgage loans forward to investors and the estimated fair value is largely dependent upon the terms of these outstanding loan purchase commitments, as well as movement in market interest rates. Income from loans sold is included in service charges and other income on the financial statements. Income from loans sold was $445,935 and $564,431 for the years ended December 31, 2013 and 2012, respectively. aLLowaNce for LoaN Losses The allowance for loan losses is maintained at a level that, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s ongoing evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, economic conditions, and other risks inherent in the portfolio. 10 A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Past due status is determined based on contractual terms. BaNk premises aND equipmeNt Bank premises and equipment are stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of the asset life or lease term using the straight-line method. Furniture and equipment are depreciated over estimated useful lives of three to seven years using the straight-line method. The Bank depreciates premises and equipment using accelerated methods for income tax reporting. Expenditures for maintenance, repairs and improvements that do not materially extend the useful lives of bank premises and equipment are charged to earnings. When bank premises or equipment are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and the effect is reflected in current earnings. Leases that meet certain specified criteria are accounted for as capital assets and liabilities, and those not meeting the criteria are accounted for as operating leases. Freedom Bank oF Virginia • 2013 annual report other reaL estate owNeD Real estate properties acquired through or in lieu of loan foreclosures are initially recorded at the fair value less estimated selling cost at the date of foreclosure. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell. Impairment losses on property to be held and used are measured as the amount by which the carrying amount of a property exceeds its fair value. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically performed by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell. The Bank owned no other real estate at December 31, 2013 and 2012. other assets Included in other assets is approximately $42,000 and $604,000 as of December 31, 2013 and 2012, respectively, of prepaid expense related to the required prepayment of the FDIC premium through the fourth quarter of 2013. BaNk-owNeD Life iNsuraNce The Bank entered into bank-owned single premium life insurance policies during 2012 that are maintained by two counter-parties. Under the bank-owned life insurance policies, executives or other key individuals are the insured and the Bank is the owner and beneficiary of each policy. As such, the insured has no claim to either the insurance policy, cash value, or a portion of the policy’s death proceeds. The increase in the cash surrender value over time is recorded as other income. The Bank monitors the financial strength and condition of both counter parties. stockhoLDers’ equity At December 31, 2013, warrants were outstanding and exercisable to purchase 334,208 shares of common stock at $9.20 per share if exercised by January 15, 2015, and 64,655 shares of common stock at $9.20 per share if exercised by February 16, 2015. The amounts and number of warrants have been adjusted for the six-for-five stock split that was effective on February 16, 2012 and August 13, 2013. 11 On July 22, 2013, the Bank declared a six-for-five stock split, effective for stockholders of record on August 13, 2013. On February 22, 2012, the Bank declared a six-for-five stock split, effective for stockholders of record on February 16, 2012. All references to share and per share amounts in the financial statements have been restated to reflect the stock splits. Comprehensive income represents all changes in equity that result from recognized transactions and other economic events of the period. Other comprehensive income refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in comprehensive income but excluded from net income, such as unrealized gains and losses on certain investments in debt and equity securities. iNcome taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the difference between the basis of the allowance for loan losses. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Management has determined that recent profitability and projections of future taxable income will be adequate to absorb a portion of the Bank’s allowance for loan loss included in the deferred tax asset. The Bank files an income tax return in the U.S. Federal jurisdiction. The Bank pays state franchise tax in lieu of state income taxes. Currently, the 2012, 2011 and 2010 income tax returns are open and subject to examination. The Bank is not currently under audit by any income tax jurisdiction. The Bank has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements, and no interest and penalties have been recorded in the accompanying financial statements related to uncertain tax positions. Financial StatementSearNiNgs per share (eps) Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted- average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Bank. The Bank does not have any contracts or options with a dilutive effect; therefore, basic EPS and diluted EPS are equal. stock-BaseD compeNsatioN The Bank recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The Bank also measures the cost of employee services received in exchange for an award based on the grant-date fair value of the award. empLoymeNt coNtracts In August 2010, the Bank entered into an employment agreement with the Bank’s current President. The agreement provides for a base salary, a performance bonus, annual adjustments to compensation and other benefits. The agreement has an initial term of 17 months and will be automatically renewed for successive 12 month terms until employment is terminated under specific conditions as provided in the agreement. The Bank has also entered into employment agreements with certain other key employees. The agreements provide for base salary, performance bonuses and other benefits. The terms of the agreements range from one to two years with options to extend for additional one year periods until employment is terminated under specific conditions as provided in the agreements. statemeNts of cash fLows The Bank considers all cash and amounts due from banks, excluding interest-bearing deposits in other banks and Federal funds sold, to be cash equivalents for purposes of the statements of cash flows. The Freedom Bank of Virginia periodically has bank deposits, including short-term investments, in excess of Federally insured limits. 12 off-BaLaNce sheet c reDit reLateD fiNaNciaL iNstrumeNts In the ordinary course of business, the Bank has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. suBsequeNt eveNts The date to which events occurring after December 31, 2013, the date of the most recent balance sheet, have been evaluated for possible adjustment to the financial statements or disclosure is April 28, 2014, which is the date on which the financial statements were available to be issued. 2. Restriction of Cash & Due From Banks The Bank is required to maintain reserve funds in cash or on deposit with the Federal Reserve. The required reserve at December 31, 2013 and 2012 was $727,000 and $1,024,000, respectively. Freedom Bank oF Virginia • 2013 annual report 3. Securities Available-for-Sale & Held-to-Maturity The amortized cost and fair values of securities as shown in the balance sheets of the Bank are as follows: dec. 31, 2013 available-for-sale U.S. Gov’t & Agency Securities Corporate Securities Mortgage Backed Securities Municipal Securities SBA Loan Pools ToTal avaIlaBle-for-sale held-to-Maturity Mortgage Backed Securities totAl investment securities dec. 31, 2012 available-for-sale U.S. Gov’t & Agency Securities Corporate Securities Mortgage-backed Securities Municipal Securities SBA Loan Pools ToTal avaIlaBle-for-sale held-to-Maturity Mortgage-backed Securities totAl investment securities Amortized costs ($) gross unreAlized gAins ($) gross unreAlized losses ($) fAir vAlue ($) 5,498,891 2,024,844 10,196,736 529,176 6,135,083 24,384,730 44,679 24,429,409 2,500,000 1,758,685 19,227,770 534,478 4,257,155 28,278,088 348,616 28,626,704 496 41,361 50,840 239 — 92,936 868 93,804 24,233 71,016 295,915 15,962 71,715 478,841 8,036 486,877 (188,447) 5,310,940 (23,202) 2,043,003 (246,124) 10,001,452 — 529,415 (279,674) (737,447) 5,855,409 23,740,219 — 45,547 (737,447) 23,785,766 — — 2,524,233 1,829,701 (39,134) 19,484,551 — — (39,134) 550,440 4,328,870 28,717,795 — 356,652 (39,134) 29,074,447 13 Financial StatementSThe amortized cost and estimated fair value of debt securities at December 31, 2013, by contractual maturity, are as follows: amounts Maturing in: 1 Year or Less After 1 Year - 5 Years After 5 Years - 10 Years After 10 Years Mortgage Backed Securities available-for-sale held-to-maturity Amortized cost ($) fAir vAlue ($) Amortized cost ($) fAir vAlue ($) — — 3,524,844 4,528,067 6,135,083 14,187,994 10,196,736 24,384,730 3,543,500 4,339,859 5,855,408 13,738,767 10,001,452 23,740,219 — — — — — — — — — — 44,679 44,679 45,547 45,547 Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. 14 At December 31, 2013 and 2012, U.S. Government and agency securities and mortgage backed securities with a carrying value of $14,009,759 and $19,804,687, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. Information pertaining to securities with gross unrealized losses at December 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows: available-for-sale Corporate Securities Mortgage Backed Securities US Treasury obligations SBA loan pools held-to-Maturity Mortgage Backed Securities less thaN 12 moNths over 12 moNths gross unreAlized losses ($) fAir vAlue ($) gross unreAlized losses ($) fAir vAlue ($) 23,202 227,560 188,447 279,674 1,066,298 6,807,964 3,810,444 5,855,408 — — — 18,564 — 460,206 — — — — — — Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Freedom Bank oF Virginia • 2013 annual report At December 31, 2013, twenty-four debt securities with an unrealized loss for less than one year and two debt securities with an unrealized loss for greater than one year depreciated less than four percent from the Bank amortized cost basis. Twenty-four of the securities are secured by Federal agency mortgage backed securities or U.S. Treasury obligations and direct obligations of U.S. Government agencies. Two of the securities are corporate bonds. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the Federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, management feels that the unrealized losses on the securities are not deemed to be other-than-temporary. 4. Loans Receivable Loans receivable include the following: Commercial Consumer & Other Real Estate suBtOtaL Deferred Loan Fees totAls 2013 ($) 2012 ($) 49,599,356 37,615,013 8,182,910 5,395,105 162,801,191 220,583,457 129,180,162 172,190,280 (418,573) (288,433) 220,164,884 171,901,847 15 Commercial and industrial loans: The commercial lending portfolio consists primarily of commercial and industrial loans for the financing of accounts receivable, property, plant and equipment. Commercial loans typically are made on the basis of the borrower’s ability to repay the loan from the cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory, the values of which may fluctuate over time and generally cannot be appraised with as much precision as residential real estate. To manage these risks, the Bank’s policy is to secure commercial loans originated with both the assets of the business, which are subject to the risks described above, and other additional collateral and guarantees that may be available. Real estate - commercial loans: Commercial real estate loans are primarily secured by various types of commercial real estate, including office, retail, warehouse, industrial and other non-residential types of properties and are made to the owners and/or occupiers of such property. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of a business or real estate project, and thus may be subject to adverse conditions in the commercial real estate market or in the general economy. The Bank generally requires personal guarantees or endorsements with respect to these loans and loan-to-value ratios for commercial real estate loans, which generally do not exceed 80 percent. Real estate - residential and home equity loans: This portfolio consists of residential first and second mortgage loans, residential construction loans and home equity lines of credit and term loans secured primarily by the residences of borrowers. Residential mortgage loans and home equity lines of credit secured by owner-occupied property generally are made with a loan-to-value ratio of up to 80 percent. Financial StatementSAn analysis of the allowance for possible loan losses based on type or loan segment, which identifies certain loans that are evaluated for individual or collective impairment, as of December 31 is as follows: year 2013 commerciAl & industriAl ($) reAl estAte commerciAl ($) reAl estAte construction ($) reAl estAte residentiAl ($) consumer ($) unAllocAted ($) totAl ($) allowance for Possible loan losses Beginning Balance 380,032 1,221,293 316,118 270,641 48,738 Charge-offs Recoveries Provision — — — — 69,570 61,693 — 105,000 59,724 (42,215) — 47,499 ending bAlAnce 449,602 1,282,986 480,842 275,925 (9,744) — 59,014 98,008 Individually Evaluated for Impairment Collectively Evaluated for Impairment loans receivable 100,923 185,672 — — 31,346 348,679 1,097,314 480,842 275,925 66,662 — — — — — — 2,236,822 (51,959) 105,000 297,500 2,587,363 317,941 2,269,422 ending bAlAnce 49,599,356 101,628,392 17,528,755 43,644,044 8,182,910 — 220,583,457 Individually Evaluated for Impairment Collectively Evaluated for Impairment 16 471,163 1,631,300 693,529 — 31,346 49,128,193 99,997,092 16,835,226 43,644,044 8,151,564 — 2,827,338 — 217,756,119 year 2012 allowance for Possible loan losses Beginning Balance 274,352 1,176,135 258,405 300,190 13,879 14,203 Charge-offs Recoveries Provision — — (488,542) — — — — — 105,680 533,700 57,713 (29,549) ending bAlAnce 380,032 1,221,293 316,118 270,641 — — 34,859 48,738 Individually Evaluated for Impairment Collectively Evaluated for Impairment loans receivable 100,923 185,672 — 65,239 1,812 279,109 1,035,621 316,118 205,402 46,926 — — (14,203) — — — 2,037,164 (488,542) — 688,200 2,236,822 353,646 1,883,176 ending bAlAnce 37,615,013 92,966,709 10,386,789 25,826,664 5,395,105 Individually Evaluated for Impairment Collectively Evaluated for Impairment 489,783 1,631,300 1,231,029 391,964 6,182 37,125,230 91,335,409 9,155,760 25,434,700 5,388,923 — 172,190,280 — 3,750,258 — 168,440,022 Freedom Bank oF Virginia • 2013 annual report An analysis of non-accrual and past due loans is as follows at December 31: year 2013 commercial Non-real estate Commercial & Industrial commercial real estate Owner Occupied Non-Owner Occupied construction Residential Commercial consumer Non-real estate Automobile Other residential First Trusts Equity Lines totAl year 2012 commercial Non-real estate Commercial & Industrial commercial real estate Owner Occupied Non-Owner Occupied construction Residential Commercial consumer Non-real estate Automobile Other residential First Trusts Equity Lines totAl 30-59 dAys PAst due ($) 60-89 dAys PAst due ($) 90 dAys or more PAst due ($) totAl PAst due ($) current ($) totAl finAncing receivAbles ($) nonAccruAl loAns ($) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 49,599,356 49,599,356 471,163 — 41,969,695 41,969,695 — 59,658,697 59,658,697 — — — 15,730,226 15,730,226 693,529 — 1,798,529 1,798,529 — — — — — — — — 135,100 135,100 28,926 28,926 8,018,884 8,047,810 — — — 32,321,997 32,321,997 — 11,322,047 11,322,047 2,420 28,926 — — 28,926 28,926 220,554,531 220,583,457 1,196,038 17 — — — — — — 37,615,013 37,615,013 489,783 — 35,690,444 35,690,444 — 57,276,265 57,276,265 — — — — 9,273,622 9,273,622 1,231,029 1,113,167 1,113,167 — 6,182 6,182 272,759 278,941 6,182 — — — 5,116,164 5,116,164 — 17,533,926 17,533,926 — — 391,964 391,964 7,900,774 8,292,738 391,964 398,146 398,146 171,792,134 172,190,280 2,118,958 Financial StatementSAn analysis of impaired loans based on loan segment is as follows at December 31: recorded investment ($) unPAid PrinciPAl bAlAnce ($) relAted AllowAnce for loAn losses ($) AverAge recorded investment ($) interest income recognized ($) 693,529 693,529 — 1,017,775 year 2013 With No related allowance recorded construction Residential With an allowance recorded commercial Non-real estate Commercial and Industrial 471,163 471,163 100,923 480,365 commercial real estate Non-Owner Occupied consumer totAl 1,631,300 1,631,300 31,346 31,346 COmmerCiaL nOn-reaL estate residentiaL COnstruCtiOn COmmerCiaL reaL estate COnsumer 471,163 693,529 471,163 693,529 1,631,300 1,631,300 31,346 31,346 185,672 31,346 100,923 — 185,672 31,346 1,631,300 34,381 480,365 1,017,775 1,631,300 34,381 18 year 2012 With No related allowance recorded construction Residential With an allowance recorded commercial Non-real estate 1,231,029 1,231,029 — 1,388,575 Commercial and Industrial 489,783 489,783 100,923 497,204 commercial real estate Non-Owner Occupied consumer totAl 1,631,300 1,631,300 398,146 398,146 COmmerCiaL nOn-reaL estate residentiaL COnstruCtiOn COmmerCiaL reaL estate COnsumer 489,783 1,231,029 1,631,300 398,146 489,783 1,231,029 1,631,300 398,146 185,672 67,051 100,923 — 185,672 67,051 1,631,300 414,028 497,204 1,388,575 1,631,300 414,028 — — 82,698 1,696 — — 82,698 1,696 — — 82,924 2,069 — — 82,924 2,069 No additional funds are committed to be advanced in connection with the impaired loans. One of the most significant factors in assessing the Bank’s loan portfolio is the risk rating. The Bank uses the following risk ratings to manage the credit quality of its loan portfolio: pass, special mention, substandard, doubtful and loss. Freedom Bank oF Virginia • 2013 annual report Special mention loans are those loans that have potential weakness that deserves management’s close attention. These loans have potential weaknesses that may result in deterioration of the repayment prospects for the loan or the Bank’s credit position at some future date. Substandard loans are inadequately protected by current sound worth, paying capacity of the borrower, or pledged collateral. Doubtful loans have all the inherent weaknesses in the substandard classification and collection or liquidation in full is highly questionable. Loss loans are considered uncollectible and of such little value that continuance as an active asset is not warranted. All other loans not rated are considered to have a pass rating. An analysis of the credit quality indicators is as follows at December 31: PAss ($) sPeciAl mention ($) substAndArd ($) doubtful ($) loss ($) year 2013 commercial Non-real estate Commercial and Industrial 48,824,848 303,345 471,163 commercial real estate Owner Occupied Non-Owner Occupied construction Residential Commercial consumer Non-real estate Automobile Other residential First Trusts Equity Lines totAl year 2012 commercial Non-real estate 37,739,935 54,761,163 3,552,783 3,266,234 676,977 1,631,300 15,036,698 1,798,528 132,680 8,018,884 — — — — 32,198,604 10,484,005 123,393 838,042 693,529 — 2,420 28,926 — — 208,995,345 8,083,797 3,504,315 Commercial and Industrial 35,818,776 1,306,454 489,783 commercial real estate Owner Occupied Non-Owner Occupied construction Residential Commercial consumer Non-real estate Automobile Other residential First Trusts Equity Lines totAl 31,000,674 48,590,585 4,689,769 5,079,381 — 3,606,300 8,042,593 1,113,167 272,759 5,116,164 17,533,927 — — — — — 1,231,029 — 6,182 — — 7,799,592 101,180 391,965 155,288,237 11,176,784 5,725,259 — — — — — — — — — — — — — — — — — — 19 — — — — — — — — — — — — — — — — — — Financial StatementSA loan modification is classified as a troubled debt restructuring (TDR) if both of the following exist: 1) the borrower is experiencing financial difficulty, and 2) the Bank has granted a concession to the borrower. The assessment of whether the above conditions exist is subjective and requires management’s judgment. TDRs are typically modified through reductions in interest rates, reduction in payments, changing the payment terms or through extensions in term maturity. There were no loans modified as TDRs for the years ended December 31, 2013 and 2012. The Bank has entered into transactions with certain directors, executive officers, significant stockholders and their affiliates. Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. The aggregate amount of loans outstanding to such related parties was $3,145,213 and $3,028,477 at December 31, 2013 and 2012, respectively. New loans made to such related parties, including loans held by new directors, amounted to $531,351 and $425,544, and payments amounted to $414,615 and $601,160 at December 31, 2013 and 2012, respectively. 5. BANK PREMISES AND EQUIPMENT Bank premises and equipment include the following: Furniture & Equipment Leasehold Improvements Software tOtaL COst 20 Less Accumulated Depreciation net bAnk Premises & equiPment 2013 ($) 2012 ($) 1,056,741 1,152,437 133,489 207,061 133,489 301,762 1,397,291 1,587,688 (1,104,914) (1,388,188) 292,377 199,500 Depreciation and amortization of bank premises and equipment charged to expense amounted to $91,530 and $85,895 in 2013 and 2012, respectively. 6. DEPOSITS Time deposits in denominations of $100,000 or more totaled $115,552,642 and $100,591,201 at December 31, 2013 and 2012, respectively. The following are time deposits maturing in years ending December 31: 2014 2015 2016 2017 2018 & Thereafter totAl $83,811,905 34,514,170 18,368,775 2,169,454 18,129,384 $156,993,688 The Bank held related party deposits of approximately $8,156,000 and $5,581,000 at December 31, 2013 and 2012, respectively. Freedom Bank oF Virginia • 2013 annual report 7. BORROWINGS At December 31, 2013 and 2012, the Bank had $2,100,000 available under a line of credit Fed Funds facility to be used for temporary, short-term needs with borrowings not to exceed seven consecutive business days. There were no borrowings on this line at December 31, 2013 and 2012. At December 31, 2013 and 2012, the Bank had an additional $2,000,000 available under a line of credit Fed Funds facility to be used for temporary, short-term needs with borrowings not to exceed 30 consecutive calendar days. There were no borrowings on this line at December 31, 2013 and 2012. At December 31, 2013, the Bank also had $6,000,000 available under a line of credit Fed Funds facility to be used for overnight cash settlements. The borrowings are secured by $300,000 held in a cash and correspondent account that is recorded as cash and due from banks on the balance sheet. There were no borrowings on this line at December 31, 2013. 8. INCOME TAXES Significant components of deferred income tax assets and liabilities are as follows at December 31: deferred source Net Operating Loss Carryforward Loans & Loan Loss Reserve Unearned Loan Fees & Costs, net Depreciation Gross deferred tax assets Valuation Allowance net deferred tAx Assets 2013 ($) 2012 ($) — 14,000 1,159,000 1,223,000 144,000 (62,000) 98,000 (19,000) 1,241,000 1,316,000 21 (245,000) 996,000 (704,000) 612,000 The Bank had a current year net operating loss carryforward benefit of $49,000 and has no losses that carry forward. The provision for income taxes consists of the following at December 31: Current Tax Expense Deferred Tax Expense Change in Valuation Allowance 2013 ($) 2012 ($) 384,000 75,000 (459,000) — — 407,000 (407,000) — The following is a reconciliation of the Federal statutory income tax rate to the effective tax rate as a percent of pre-tax income for the years ended December 31: Federal Statutory Rate Permanent Differences Change in Valuation Allowance effective tAx rAte 2013 (%) 2012 (%) 34% — (34) 0% 34% — (34) 0% Financial StatementS9. CAPITAL REQUIREMENTS The Bank is subject to various regulatory capital requirements administered by 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 their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets (as defined in the regulations), and Tier 1 capital to adjusted total assets (as defined). Management believes, as of December 31, 2013, that the Bank meets all the capital adequacy requirements to which it is subject. As of December 31, 2013, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the following table. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category. The Bank’s actual capital amounts and ratios as of December 31, 2013 and 2012 are as follows: 22 dec. 31, 2013 Total Capital (to Risk Weighted Assets) Tier 1 Capital (to Risk Weighted Assets) Tier 1 Capital (to Average Assets) dec. 31, 2012 Total Capital (to Risk Weighted Assets) Tier 1 Capital (to Risk Weighted Assets) Tier 1 Capital (to Average Assets) ActuAl for cAPitAl AdequAcy PurPoses minimum to be well cAPitAlized under PromPt corrective Action Provisions Amount ($) rAtio (%) Amount ($) rAtio (%) Amount ($) rAtio (%) 26,118,725 11.91 17,540,800 8.00 21,926,000 10.00 26,477,656 12.08 8,770,400 4.00 13,155,600 26,477,656 10.48 10,102,931 4.00 12,628,664 6.00 5.00 25,264,091 13.95 14,484,880 8.00 18,106,100 10.00 24,978,282 13.80 7,242,440 4.00 10,863,660 24,978,282 11.48 8,700,816 4.00 10,876,020 6.00 5.00 Freedom Bank oF Virginia • 2013 annual report 10. STOCK OPTION PLAN In 2007, the Bank established the 2007 stock option and equity plan (the Plan) for executives, other employees, officers, directors and consultants. Shares under the Plan may be granted at not less than 100 percent of the fair market value at the grant date. The authorized and granted options under the Plan are as follows: 2007 Plan Authorized grAnted vested 576,000 416,911 383,904 The stock options shall not be exercisable more than ten years after the date such option is granted. Shares typically vest over periods ranging from one to four years. At December 31, 2013, there was no unrecognized compensation expense related to non-vested share-based compensation due to materiality. Amounts and the number of options have been retrospectively adjusted for the six-for-five stock splits that were effective on February 16, 2012 and August 13, 2013. The Bank canceled and reissued stock options granted in 2007. The following summarizes the option activity under the Plan: outstAnding (dec. 31, 2011) Grants Exercised Canceled or Expired outstAnding (dec. 31, 2012) Grants Exercised Canceled or Expired outstAnding (dec. 31, 2013) number of shAres oPtion Price Per shAre ($) weighted AverAge exercise Price ($) 434,736 132,992 — (118,656) 449,072 — (28,800) (3,361) 7.81 7.20 — 10.17 7.01 — 6.51 7.05 23 7.81 7.20 — 10.17 7.01 — 6.51 7.05 416,911 7.15 7.15 The weighted average fair value of options granted during the year ended December 31, 2012 was $1.19. The weighted average remaining contractual life of options outstanding as of December 31, 2013 is 7.7 years. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The Bank uses the Black- Scholes option pricing model to determine the fair value of stock options. The fair value of the stock based payment awards is affected by the price of the stock and a number of financial assumptions and variables. These variables include the risk-free interest rate, expected dividend rate, expected stock price volatility and the expected life of the options. The following assumptions were used: a risk-free interest rate of 3.25 percent, an estimated dividend yield of zero percent, an expected holding period of 10 years and volatility of 5.00 percent. Financial StatementSThe expected volatility is based on the historical volatility of peer institutions. The risk-free interest rate is the implied yield available on U.S. Treasury bonds with a remaining term equal to the expected term of the options granted. The expected life is based on the average of the contracted life and vesting schedule for the options granted. The dividend yield assumption is based on expected dividend payouts. The Bank’s compensation plan for the Board of Directors provides for payments for attending regularly scheduled meetings of the Board of Directors as well as committee meetings in the form of Bank stock. For the year ended December 31, 2012, the Bank recognized stock-based compensation expense of $34,434. No stock-based compensation expense was recognized for the year ended December 31,2013. 11. OPERATING LEASES In December 2010, the Bank exercised its second five-year option for the branch facility located at 502 Maple Avenue in Vienna, Virginia. The agreement provides for a term of five years ending December 2015. The total base annual lease payments for the second year of the extension are $66,774, increasing a maximum of five percent per annum thereafter. The lease agreement includes approximately 1,862 square feet on the ground floor for the branch facility. The lease agreement includes additional rent payments based on a pro rata portion of annual taxes and common area maintenance charges. In July 2011, the Bank renewed its lease for its loan operations on the second floor at 10555 Main Street in Fairfax, Virginia. The agreement provides for an initial lease term of approximately five years commencing August 1, 2011 and ending July 31, 2016. Total base annual lease payments are $148,764 for the first year, increasing three percent per annum thereafter. The lease agreement is for 6,072 square feet. The lease provides the right to renew for one period of five additional years with the base rent at the current market rate. The agreement includes additional rent payments based on a pro rata portion of annual taxes, common area maintenance charges, and utilities. 24 In October 2004, the Bank entered into a lease for its headquarters and an additional branch facility at 10555 Main Street in Fairfax, Virginia. The agreement provides for an initial lease term of ten years commencing January 1, 2005 and ending December 31, 2014. Total base annual lease payments are $168,056 for the first year, increasing a maximum of three percent per annum thereafter. The lease agreement is for 6,002 square feet. The agreement includes additional rent payments based on a pro rata portion of annual taxes, common area maintenance charges, and utilities. In November 2013, the Bank entered into a lease for an additional branch facility at 11700 Plaza America Drive in Reston, Virginia. The agreement provides for an initial lease term of 10 years commencing May 1, 2014 and ending April 30, 2024 with the option to extend the term for two additional periods of five years each. Total base annual lease payments are $80,576 for the first year, increasing 1.0275 percent per annum thereafter. The lease agreement is for 2,518 square feet. The agreement includes additional rent payments based on a pro rata portion of annual taxes, common area maintenance charges, and utilities. The following are the future minimum lease payments at December 31, 2013: yeArs ending december 31 2014 2015 2016 2017 2018 Thereafter $518,450 326,883 179,632 82,804 83,655 460,791 $1,652,215 Rent expense amounted to $460,684 and $440,405 for the years ended December 31, 2013 and 2012, respectively. Freedom Bank oF Virginia • 2013 annual report 12. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value focuses on the price that would be received to sell the asset or paid to transfer the liability regardless of whether an observable liquid market price existed (an exit price). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below: level 1 – inputs to the valuation methodology are based upon unadjusted quoted prices for identical assets or liabilities in active markets that the Bank has the ability to access. level 2 – inputs to the valuation methodology include: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and market-corroborated inputs. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities measured at fair value are based on one or more of three valuation techniques (market, cost, or income approach). The market approach evaluates prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The cost approach evaluates the amount that would be required to replace the service capacity of an asset (i.e. replacement cost). The income approach uses techniques that convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing models, and lattice models). The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. 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: 25 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 considers observable market data (Level 2). The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of December 31: dec. 31, 2013 Available-for-Sale Securities dec. 31, 2012 Available-for-Sale Securities fAir vAlue ($) quoted Prices in Active mArkets for identicAl Assets (level 1) ($) significAnt other observAble inPuts (level 2) ($) significAnt unobservAble inPuts (level 3) ($) 23,740,219 28,717,795 — — 23,740,219 28,717,795 — — Financial StatementSCertain financial 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 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 agreement 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. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets, including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Bank 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 real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ 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 possible loan losses on the statements of operations. The following table summarizes the Bank’s financial assets that were measured at fair value on a nonrecurring basis as of December 31: 26 dec. 31, 2013 Impaired Loans dec. 31, 2012 Impaired Loans fAir vAlue ($) quoted Prices in Active mArkets for identicAl Assets (level 1) ($) significAnt other observAble inPuts (level 2) ($) significAnt unobservAble inPuts (level 3) ($) 2,827,338 3,750,258 — — 2,509,397 317,941 3,396,612 353,646 The following methods and assumptions were used by the Bank in estimating fair values of financial instruments as disclosed herein: cash and due from banks: The carrying amounts of cash and due from banks approximate their fair value. interest bearing deposits with banks: The carrying amounts of interest bearing deposits with banks payable on demand, consisting of money market deposits, approximate fair value. Fair value of fixed-rate certificates of deposit is estimated based on discounted cash flow analyses using the remaining maturity of the underlying accounts and interest rates currently offered on certificates of deposit with similar original maturities. securities available-for-sale and held-to-maturity: Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. loans held for sale: The carrying amount is the lower of aggregate cost or fair value. The estimated fair value is dependent upon the terms of the outstanding loan purchase commitments as well as movement in market interest rates. Freedom Bank oF Virginia • 2013 annual report loans receivable: For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (for example, one to four family residential), credit card loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for business real estate and business loans are estimated using a discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flows analyses or underlying collateral values, where applicable. accrued interest: The carrying amounts of accrued interest approximate fair value. deposits: The carrying amounts of deposit liabilities payable on demand, consisting of money market deposits and saving deposits, approximate fair value. Fair value of fixed-rate certificates of deposit is estimated based on discounted cash flow analyses using the remaining maturity of the underlying accounts and interest rates currently offered on certificates of deposit with similar original maturities. off-balance sheet financial instruments: At December 31, 2013 and 2012, the fair values of loan commitments and standby letters of credit are immaterial. Therefore, they have not been included in the following table. The estimated fair values of the Bank’s financial instruments are as follows at December 31: financial assets Cash and Due from Banks Interest Bearing Deposits with Banks Federal Funds Sold Securities Available-for-Sale Loans Held for Sale Securities Held-to-Maturity Loans Receivable, net Accrued Interest Receivable Bank-owned Life Insurance 2013 2012 cArrying Amount ($) fAir vAlue ($) cArrying Amount ($) fAir vAlue ($) 8,171,071 1,020,078 8,171,071 10,884,094 10,884,094 1,020,078 1,016,006 1,016,006 16,817,000 16,817,000 18,788,000 18,788,000 23,740,219 23,740,219 28,717,795 28,717,795 768,900 44,679 768,900 45,547 3,656,829 3,656,829 348,616 356,652 217,577,521 217,816,123 169,665,025 173,934,547 697,326 697,326 607,276 607,276 2,101,603 2,101,603 2,043,175 2,043,175 27 totAl finAnciAl Assets 270,938,397 271,177,867 235,726,816 240,004,374 financial liabilities Non-interest Bearing Deposits Interest Bearing Deposits Time Deposits Accrued Interest Payable 39,085,418 39,085,418 34,951,109 34,951,109 47,370,151 47,370,151 36,601,864 36,601,864 156,993,688 155,359,016 139,555,489 137,310,039 77,310 77,310 69,852 69,852 totAl finAnciAl liAbilities 243,526,567 241,891,895 211,178,314 208,932,864 Financial StatementS13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, the Bank has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the balance sheets. Financial instruments whose contract amount represents credit risk were approximately as follows: Commitments to Extend Credit Standby Letters of Credit 2013 ($) 2012 ($) 89,741,000 65,749,000 757,000 899,000 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being 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. Collateral held varies, but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. 28 Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit. The Bank has not been required to perform on any financial guarantees during the past two years. The Bank has not incurred any losses on its commitments in either 2013 or 2012. 14. RESTRICTION ON DIVIDENDS The Bank is subject to certain restrictions on the amount of dividends that it may pay without prior regulatory approval. At December 31, 2013 and 2012, capital was not available for payment of dividends. Freedom Bank oF Virginia • 2013 annual report 15. DEFERRED BENEFITS Effective July 1, 2002, the Bank adopted a contributory 401(k) savings plan covering substantially all employees, which allows eligible employees to contribute up to 25 percent of their compensation. The Board of Directors may elect to approve to match a portion of each employee’s contribution. The Bank elected to make a discretionary contribution of $110,400 and $75,996 for the years ended December 31, 2013 and 2012, respectively. The Bank adopted deferred compensation plans for its directors, effective December 31, 2012, and its executives, effective February 1, 2013. Under the directors’ plan, a director may elect to defer all or portion of any director-related fees, including fees for serving on board committees. Under the executives’ plan, certain employees may defer all or a portion of their compensation, including any bonus compensation. 16. LEGAL CONTINGENCIES Various legal claims can arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Bank’s financial statements. 17. SUBSEQUENT EVENT On February 20, 2014, the Bank declared an eleven-for-ten stock split. The stock split will be effective for stockholders of record on April 1, 2014. 29 Financial StatementSSHAREHOLDER & COMPANY INFORMATION Board of direcTors riChard C. Litman Chairman 30 Cynthia Carter atwater Corporate Secretary daVid C. karLgaard, Ph.d. g. thOmas COLLins, jr. miChaeL a. miranda terry L. COLLins, Ph.d. aLVin e. nashman, Ph.d. h. jasOn gOLd jOhn t. rOhrBaCk Vice Chairman nOrman P. hOrn Craig s. underhiLL President and Chief Executive Officer Freedom Bank oF Virginia • 2013 annual report james n. newsOme Founding Chairman & CEO 2000-2003 Director Emeritus jOhn f. Carman Founding Director & Vice Chairman 2000-2006 In Memoriam riChard L. haLL Founding Director, President, & COO 2000-2003 In Memoriam irVing Bernstein Founding Director 2000-2007 In Memoriam direcTors eMeriTus With Deepest Appreciation for the Directors Who Previously Served wiLLiam g. dukas Founding Director 2000-2011 In Memoriam geOrge C. dukas Director 2002-2005 Director Emeritus miChaeL a. faLke Founding Director 2000-2002 timOthy P. heCht Director 2005-2007 Director Emeritus geOrge z. kOntzias Director 2002-2006 Director Emeritus russeL e. sherman Founding Director 2000-2007 In Memoriam harry n. snyder, O.d. Founding Director 2000-2007 james f. steffey Founding Director 2000-2007 Director Emeritus C. stePhen temPLetOn Founding Director 2000-2002 CharLes m. wright Founding Director 2000-2002 Director Emeritus 31 SHAREHOLDER & COMPANY INFORMATION advisory Board azmat aLi eLizaBeth j. mOffett darren Bernstein james n. newsOme wiLLiam C. BOgart aLi r. Oskuie LOuis m. COCks, jr. arLene LyLes PriPetOn jimmy B. COntristan thOmas j. riLey PhiLLiP dOndes james f. steffey jOhn r. herBert miChaeL j. suLLiVan timOthy P. heCht frank V. sturgeOn daVid C. knaPP C. stePhen temPLetOn 32 miChaeL a. magnOtti thOmas j. traCy stePhen masCiOLa stePhen m. turner dOnaLd j. mayer rOBert g. wiLLiams Owen miChaeL mCCaLL CharLes m. wright stePhen w. mCCarthy theOdOre a. yiannarakis usama h. misLeh Freedom Bank oF Virginia • 2013 annual report execuTive officers & seNior leadershP TeaM Craig s. underhiLL President and Chief Executive Officer C. keVin Curtis Executive Vice President wChief Lending Officer jOan e. Liszka Senior Vice President, Human Resources Assistant Corporate Secretary karin m. jOhns Executive Vice President Chief Financial Officer rOBert d. wiLLey, jr. Executive Vice President Commercial Banking deBOrah a. free Senior Vice President Branch Administration Officer coMMercial BaNkiNG C. keVin Curtis Executive Vice President Chief Lending Officer NMLS# 1040247 james j. Curry Senior Vice President and Team Leader james t. neLsOn, iii Senior Vice President Laura L. POweLL Senior Vice President miChaeL j. underwOOd Senior Vice President and Team Leader stePhen a. witt Senior Vice President VishaL m. gandhi Vice President danieL e. marks Vice President e. rOBert musseman, jr. Vice President NMLS# 85152 riChard m. sOBOnya Vice President hermann wendOrff Vice President 33 SHAREHOLDER & COMPANY INFORMATIONloaN adMiNisTraTioN rOBert d. wiLLey, jr. Executive Vice President Senior Credit Officer kimBerLy j. ryman Senior Vice President Senior Loan Administration and Information Officer saLLy t. siVerOni Senior Vice President Chief Credit Officer MorTGaGe loaN geOrge j. deCker Vice President Mortgage Loan Originator NMLS# 525099 Paige a. Lutz Mortgage Loan Originator NMLS# 1052568 wiLLiam t. rOgers Mortgage Loan Originator NMLS# 141858 BraNches g. VerOnika CaVerO fairfax Branch Manager PauLa a. newsOme Vienna Vice President/Brach Manager NMLS# 993276 aLfredO g. mOLina reston Branch Manager 34 fBv caPiTal advisors, iNc. rOBert n. ruBin President Freedom Bank oF Virginia • 2013 annual report COrPOrate headquarters THE FREEDOM BANk OF VIRGINIA 10555 Main Street Fairfax, VA 22030 703-242-5300 indePendent aCCOuntants Thompson Greenspon Fairfax, VA transfer agent American Stock Transfer & Trust Company Shareholder Services - Admin 2 Team 6201 Fifteenth Avenue Brooklyn, NY 11219 800-937-5449 COmmOn stOCk THE FREEDOM BANk OF VIRGINIA Common stock is traded on the OTC Markets Group (OTCQB) under the symbol FDVA nOtiCe Of annuaL meeting The Annual Meeting of Shareholders will be held on Tuesday, August 19, 2014 - 10:00 a.m. at the Westwood Country Club 800 Maple Avenue East Vienna, VA 22180 35 SHAREHOLDER & COMPANY INFORMATIONIN MEMORY MICHAEL A. MIRANDA CO-fOunder and Organizing direCtOr THE FREEDOM BANk OF VIRGINIA Mike will always remain in our hearts and memories. fairfax 10555 Main Street Fairfax, VA 22030 restOn 11700 Plaza America Drive Reston, VA 22190 Vienna 502 Maple Avenue W. Vienna, VA 22180 703.242.5300 www.freedomBankVa.com 

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