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Freedom Financial Holdings, Inc.

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FY2015 Annual Report · Freedom Financial Holdings, Inc.
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2015

ANNUAL REPORT

THE FREEDOM BANK OF VIRGINIA

a letter to our 
SHAREHOLDERS

Dear Shareholders,

On behalf of our board of directors and management, we are pleased to present these results. 

Freedom Bank accomplished a number of achievements in 2015. For the past three years we grew total assets, 
loans and deposits faster than many banks in our peer group. In 2015 we began growing net profit at a rapid rate 
as well. We raised approximately $12 million in new capital through two capital raises and we have a commitment 
from a major investor to purchase $6 million of additional stock in the first quarter of 2016 following our annual 
meeting. Our mortgage division went from a net loss position in 2014 to contributing over $500 thousand dollars of 
net profit to the Bank in 2015. Finally, the Bank continued its trend of improving asset quality by further reducing non 
performing assets to only 0.06% of loans by year end.

Below is a brief summary of results:

OPERATIONS

   The large increase to bottom line profitability started with a larger increase in top line revenue. Large 

increases in loans and investments increased total interest income to $16,901,078 in 2015, up 23.8% from 
$13,656,944 the prior year. 

   Interest paid on deposits increased approximately $738,374 or 32.6% to $3,006,299. The provision for 

loan losses increased $186,500 to $672,500 leaving net interest income after provision at $13,222,279 at 
December 31, 2015, up $2,319,260 (21.3%) from $10,903,019 the prior year. 

   Non-interest income rose $2,264,707 (404.0%) to $2,825,229 from increased mortgage  

banking activity. 

   Operating expenses increased from $9,863,143 in 2014 to $13,443,938. Much of the increase was 

additional salary expense necessary to support the Reston office for a full year and increased mortgage 
banking staff.

   Increasing profitability required recognition of income tax expense for the first time in 2015. Net income 

before taxes was $2,603,570 with income tax expense of $885,000 leaving net income after taxes of 
$1,718,570. This was a 62.7% increase from net income before taxes of $1,600,398 earned in 2014. 

   Basic earnings per share were $0.40 versus $0.42 for 2014. The decline was due to the large increase in 

shares outstanding from the two capital campaigns in 2015. 

CONDITION

   Total assets were $400,437,524 at December 31, 2015, up 16.9% from $342,611,644 the prior year. 

   Loans had the highest yield and increased $40,080,024 (14.4%) to $319,069,611 at December 31, 2015. 

   Securities held for sale, held to meet liquidity needs, were the second highest yielding asset increased 

$19,020,628 (69.7%) to $46,315,581. Together with fed funds of $15,000,000, interest bearing deposits  
of $1,028,248 and cash of $5,856,391 total liquidity was $68,200,220 or 17.0% of total assets at  
December 31, 2015. 

a letter to our 
SHAREHOLDERS

   Asset quality continued improving. Non performing assets as a percentage of loans decreased from 0. 14% 
at December 31, 2014 to .06% at December 31, 2015. Loans past due for regularly scheduled payments 
were 0.28% of loans at December 31, 2015. Both compared very favorably with peer banks. While we were 
pleased with our positions at year end, both non performing assets and past due loans were higher at some 
point in the past year. We work diligently on asset quality as reflected in our results over the past  
three years.

   Asset growth was funded by large increases in core deposits. Non interest bearing deposits were flat at 

$51,849,383 compared to $51,431,344 the prior year. 

   Interest checking deposits rose 33.7% from $65,959,271 at December 31, 2014 to $88,182,669 at  

December 31, 2015. 

   Certificates of deposit funded the balance rising only 8.0% to $206,959,651 at year end.

   The Bank had $6,200,000 in borrowings from the Federal Home Loan Bank of Atlanta at December 31, 
2015. The borrowings provided match funding for long term loans and inexpensive funding for held for  
sale mortgages. 

   Capital was $42,580,924 at December 31, 2015, up 43.0% from $29,769,220 at December 31, 2014. This 
was due to the Bank’s successful capital raising efforts. Freedom raised approximately $1,900,000 in a 
rights offer to shareholders in January 2015 and $10,000,000 before expenses in a private placement 
of common stock to institutional investors in December 2015. Net income for the year contributed the 
remaining rise in equity. 

   The capital raise provided strong capital ratios for the Bank. Regulatory capital minimums for Leverage 

Ratio, Risk Based Capital Tier 1, and Risk Based Capital Tier 2 were 5.0%, 8.0% and 10.0% respectively 
at year end. At December 31, 2015 the ratios for the Bank were 11.6%, 13.13%, and 14.09%, all above well 
capitalized levels. 

   Book value per share increased to $7.80 at December 31, 2015, up from $7.40 at December 31, 2014. 

The additional capital raised in 2015 will allow continued expansion in northern Virginia. We are excited about our 
prospects for 2016 and beyond and thank you for your continued support of Freedom Bank. 

CRAIG S. UNDERHILL 
President & CEO

RICHARD C. LITMAN 
Chairman of the Board

table of
CONTENTS

1

2

2

4

5

6

7

9

Independent Auditors’ Report On The Financial Statements

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

30

Shareholder & Company Information

INDEPENDENT  
AUDITORS’ REPORT

To the Board of Directors and 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, 2015 and 2014, 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.

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, 2015 and 2014, 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

Fairfax, Virginia 
February 2, 2016

1

REPORTSFREEDOM BANK OF VIRGINIAFINANCIAL STATEMENTS

Balance Sheets

Years Ended December 31 
2015 AND 2014

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

Federal Home Loan Bank Stock, at Cost

Community Bankers 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

2015 ($)

5,856,391

1,028,248

2014 ($)

4,917,099

1,024,155

15,000,000

24,837,000

46,315,581

27,294,953

—

964,650

571,900

66,000

5,610

829,200

274,800

—

7,634,844

649,975

319,069,610

278,989,586

(3,133,420)

(2,685,807)

315,936,190

276,303,779

720,200

963,995

1,604,000

2,221,695

1,553,830

830,770

864,224

1,320,000

2,160,567

1,299,512

400,437,524

342,611,644

NOTE: The Notes to Financial Statements are an integral part of these statements.

2

FREEDOM BANK OF VIRGINIALIABILITIES

Deposits

Demand Deposits

 Non-interest Bearing

 Interest Bearing

Savings Deposits

Time Deposits

Total Deposits

FHLB Advances

Other Accrued Expenses

Accrued Interest Payable

Total Liabilities

STOCKHOLDERS’ EQUITY

Common stock, $3.16 par value, 15,000,000 shares authorized:

5,455,820 Shares Issued and Outstanding, 2015; 
4,025,349 Shares Issued and Outstanding, 2014;

Additional Paid-in Capital

Accumulated Other Comprehensive Income (loss), net

Retained Earning (deficit)

Total Stockholders’ Equity

2015 ($)

2014 ($)

51,849,383

51,431,344

88,182,669

65,959,271

2,573,038

2,637,231

206,959,651

191,660,138

349,564,741

311,687,984

6,200,000

1,994,642

97,216

—

1,062,136

92,304

357,856,599

312,842,424

17,227,330

12,707,042

24,282,805

17,457,152

(371,695)

1,442,485

(118,889)

(276,085)

42,580,925

29,769,220

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

400,437,524

342,611,644

NOTE: The Notes to Financial Statements are an integral part of these statements.

3

FINANCIAL STATEMENTS 
 
Statements of Operations

Years Ended December 31 
2015 AND 2014

INTEREST INCOME

Interest and Fees on Loans

Interest on Investment Securities

Interest on Federal Funds Sold

Total interest income

INTEREST EXPENSE

Interest on Deposits

Net Interest Income

2015 ($)

16,210,289

669,238

21,551

2014 ($)

13,098,078

535,438

23,428

16,901,078

13,656,944

3,006,299

2,267,925

13,894,779

11,389,019

PROVISION FOR POSSIBLE LOAN LOSSES

672,500

486,000

Net Interest Income After Provision for  
Possible Loan Losses 

13,222,279

10,903,019

OTHER INCOME

Gain on Sale of Mortgage Loans

Service Charges and Other Income

Increase in Cash Surrender Value of  
Bank-owned Life Insurance

Total Other Income

OPERATING EXPENSES

2,541,771

222,330

61,128

2,825,229

260,083

241,475

58,964

560,522

Officers and Employee Compensation and Benefits

8,583,258

5,974,486

Occupancy Expense

Equipment and Depreciation Expense

Insurance Expense

Professional Fees

Data and Item Processing

Business Development

Franchise Taxes

Mortgage Fees and Settlements

Other Operating Expenses

Total Operating Expenses

Income Before Income Taxes

839,671

450,820

291,362

885,601

921,846

189,117

310,396

424,460

547,407

622,690

370,921

237,421

844,756

816,954

185,868

260,048

80,105

469,894

13,443,938

9,863,143

2,603,570

1,600,398

NOTE: The Notes to Financial Statements are an integral part of these statements.

4

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTINCOME TAX EXPENSE

NET INCOME

EARNINGS PER COMMON SHARE – BASIC

EARNINGS PER COMMON SHARE – DILUTED

WEIGHTED-AVERAGE COMMON SHARES  
OUTSTANDING – BASIC

WEIGHTED-AVERAGE COMMON SHARES  
OUTSTANDING – DILUTED

2015 ($)

2014 ($)

885,000

—

1,718,570

1,600,398

0.40

0.39

0.42

0.40

4,336,225

3,833,821

4,392,932

3,978,880

Statements of 
Comprehensive Income

Years Ended December 31 
2015 AND 2014

Net Income

Other Comprehensive Income (Loss):

Unrealized holding gain (loss) arising during the year, 
net of tax expense of $161,562 in 2015 and tax benefit of 
$379,475 in 2014

2015 ($)

2014 ($)

1,718,570

1,600,398

(252,806)

300,043

COMPREHENSIVE INCOME

1,465,764

1,900,441

NOTE: The Notes to Financial Statements are an integral part of these statements.

5

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIAStatements of Changes 
in Stockholders’ Equity

Years Ended December 31 
2015 AND 2014

SHARES OF 
 COMMON 
STOCK ($)

COMMON 
STOCK ($)

ADDITIONAL 
PAID-IN  
CAPITAL ($)

ACCUMULATED  
OTHER  
COMPREHENSIVE 
INCOME (LOSS) ($)

RETAINED 
EARNINGS 
(DEFICIT) ($) 

TOTAL  
STOCKHOLDERS’ 
EQUITY ($)

*3,468,149

12,042,200

16,371,940

(418,932)

(1,876,483)

26,118,725

BALANCE  
(DEC. 31, 2013)

Net Income

Other Comprehensive 
Income

Stock Warrants Exercised

—

—

73

—

—

231

—

—

—

379

—

Eleven-for-Ten Stock Split

346,807

Stock Options Exercised

23,260

73,501

66,794

Sale of Common Stock

187,060

591,110

1,009,781

Stock-based Compensation

—

—

8,258

BALANCE  
(DEC. 31, 2014)

Net Income

Other Comprehensive Loss

Stock Warrants Exercised

—

—

75

—

—

237

—

—

399

Stock Options Exercised

9,212

29,110

30,740

Sale of Common Stock 
(Rights Offering)

Sale of Common Stock 
(Private Placement)

244,713

773,293

1,120,364

1,176,471

3,717,648

5,618,784

Stock-based Compensation

—

—

55,366

—

1,600,398

1,600,398

300,043

—

—

—

—

—

—

—

—

—

—

—

300,043

610

—

140,295

1,600,891

8,258

—

1,718,570

1,718,570

(252,806)

—

—

—

—

—

—

—

—

—

—

—

(252,806)

636

59,850

1,893,657

9,336,432

55,366

4,025,349

12,707,042

17,457,152

(118,889)

(276,085)

29,769,220

BALANCE  
(DEC. 31, 2015)

5,455,820

17,227,330

24,282,805

(371,695)

1,442,485

42,580,925

*Shares of common stock retroactively adjusted for the eleven-for-ten stock split effective 
April 1, 2014 is 3,814,956 as of December 31, 2013.

NOTE: The Notes to Financial Statements are an integral part of these statements.

6

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTStatements of Cash Flows

Years Ended December 31 
2015 AND 2014

CASH FLOWS FROM OPERATING ACTIVITIES

2015 ($)

2014 ($)

Net Income

1,718,570

1,600,398

Non-Cash Items Included in Net Income

Depreciation and Amortization

Provision for Possible Loan Losses

Net Amortization of Available-for-Sale Securities

Gain on Sale of Available-for-Sale Securities

Stock-based Compensation Expense

Deferred Income Tax Benefit

233,790

672,500

311,811

(24,257)

55,366

167,795

486,000

202,071

(26,693)

8,258

(284,000)

(461,000)

Increase in Cash Surrender Value of Bank-Owned Life Insurance

(61,128)

(58,964)

(Increase) Decrease in

Loans Held for Sale

Accrued Interest Receivable

Other Assets

Increase (Decrease) in

Other Accrued Expenses

Accrued Interest Payable

(6,984,869)

(99,771)

(118,191)

932,506

4,912

118,925

(166,898)

(126,789)

209,659

14,994

Net Cash Provided by Operating Activities

(3,642,761)

1,967,756

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 and Paydowns of Securities Available-for-Sale

Proceeds from Sales of Securities Available-for-Sale

Purchase of FHLB Stock

Paydowns of Held-to-Maturity Securities

Purchase of Federal Reserve Bank Stock

Purchase of Community Bankers Bank Stock

Acquisition of Bank Equipment

9,837,000

(4,093)

(8,020,000)

(4,077)

(40,304,911)

(59,212,258)

(27,118,247)

(14,665,874)

5,798,614

1,622,518

5,107,507

6,289,860

(297,100)

(274,800)

5,610

(135,450)

(66,000)

(123,220)

39,069

(51,200)

—

(706,188)

Net Cash Used By Investing Activities

(50,785,279)

(71,497,961)

NOTE: The Notes to Financial Statements are an integral part of these statements.

7

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA 
Statements of Cash Flows

Years Ended December 31 
2015 AND 2014

CASH FLOWS FROM FINANCING ACTIVITIES

2015 ($)

2014 ($)

Increase in Deposits, net

Advances from FHLB

37,876,757

64,534,437

6,200,000

—

Proceeds From Stock Options and Warrants Exercised

60,486

140,905

Proceeds From Sale of Stock, net

11,230,089

1,600,891

Net Cash Provided by Financing Activities

55,367,332

66,276,233

NET INCREASE (DECREASE) IN CASH AND DUE 
FROM BANKS

939,292

(3,253,972)

CASH AND DUE FROM BANKS  
(BEGINNING OF YEAR)

CASH AND DUE FROM BANKS  
(END OF YEAR) 

4,917,099

8,171,071

5,856,391

4,917,099

NONCASH INVESTING ACTIVITY

Unrealized (Loss) Gain on Securities Available-for-Sale, net

(252,806)

300,043

SUPPLEMENTAL INFORMATION

Cash Paid During the Year for Interest

2,990,458

2,252,931

Cash Paid During the Year for Income Taxes

964,000

438,000

NOTE: The Notes to Financial Statements are an integral part of these statements.

8

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT 
 
 
 
Notes to Financial 
Statements
DECEMBER 31, 2015 AND 2014

1.  Nature of Operations and 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 Vienna, Fairfax and Reston, 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.

INTEREST BEARING DEPOSIT WITH BANK

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 (loss) 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 (loss) 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 Bank stock, Federal Home Loan Bank (FHLB) stock, and Community Bankers Bank stock are considered 
restricted investment securities, are carried at cost and are evaluated annually for impairment. The stock is required in 
order to be a member or for borrowings.

9

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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.

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.

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. The allowance consists 
of two basic components: the specific allowance and the pooled allowance.

The specific allowance component is used to individually establish an allowance for loans considered impaired. 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.

The pooled component is used to estimate the losses inherent in the pools of non-impaired loans. These loans are then 
also segregated by loan type and allowance factors are assigned by management based on delinquencies, loss history, 
trends in volume and terms of loans, effects of changes in lending policy, the experience and depth of management, 
national and local economic trends, concentrations of credit, results of the loan review system and the effect of external 
factors (i.e., competition and regulatory requirements). Current economic conditions take into account the average 
unemployment rate for the Northern Virginia area and for the nation, with the most significance given to the local data. The 
allowance factors assigned differ by loan type.

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.

10

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT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.

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, 2015 and 2014.

BANK-OWNED LIFE INSURANCE

The Bank entered into bank-owned single premium life insurance policies during 2012 that are maintained by two 
counterparties. 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 counterparties.

STOCKHOLDERS’ EQUITY

At December 31, 2014, warrants were outstanding and exercisable to purchase 367,553 shares of common stock at 
$8.36 per share if exercised by January 15, 2015, and 71,121 shares of common stock at $8.36 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 and the eleven-for-ten stock split that was effective on April 1, 2014.

On February 20, 2014, the Bank declared an eleven-for-ten stock split, effective for stockholders of record on April 1, 2014. 
All references to share and per share amounts in the financial statements have been restated to reflect the stock splits.

On October 31, 2014, the Bank released an Offering Memorandum for up to $4,000,000 of common stock, par value 
$3.16 per share, at an offering price of $9.00 per share (“capital offering”). The offering was for a maximum of 444,445 
shares of common stock. The offering closed December 12, 2014 and the amount of funds raised from the capital offering, 
net of related expenses, was $1,600,891. Common stock of 187,060 shares was issued. Capital funds raised were 
allocated to common stock and additional paid-in capital.

On December 22, 2014, the Bank released an Offering Memorandum for subscription rights to holders of common 
stock (“rights offering”). Pursuant to this rights offering, the Bank offered subscription rights to purchase up to 66,667 
units (each a “unit”) at a per unit price of $45.00. Each unit will consist of five shares of common stock and one two-
year warrant to purchase one share of common stock at a price of $9.00 per share. Shareholders who own outstanding 
warrants to purchase common stock may surrender these warrants in exchange for a credit of $.64 per warrant 
surrendered toward the purchase price of units they purchase in this rights offering. The offering closed January 30, 2015. 
The amount of funds raised from the rights offering, net of related expenses, was $1,893,657. Common stock of 244,713 
shares was issued. Capital funds raised were allocated to common stock and additional paid-in capital. 

During December 2015, the Bank entered into purchase agreements for the private placement of an aggregate of $16 
million of its common stock to institutional investors. The purchase agreements encompass two closings; the first closing 
on December 29, 2015, and the second closing upon satisfaction of certain conditions as set forth in the agreements. The 
first closing raised capital of $9,336,432, net of related expenses of $663,572, encompassing 1,176,471 shares. Offering 
expenses include $250,000 for the lead investor as reimbursement of expenses and related matters in connection with 
the consummation of the equity investment. The purchase agreements require an amendment to the Bank’s articles of 
incorporation whereby the amount of authorized capital will consist of 25,000,000 shares of common stock at $0.01 par 

11

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIAvalue per share, of which 23,000,000 will consist of shares of voting common stock and 2,000,000 will consist of  
non-voting common stock, and 5,000,000 shares of preferred stock at $0.01 par value per share. In addition, the 
purchase agreement requires upon request of the lead investor to cause an increase in the number of directors on the 
Board by one director and to appoint a person nominated by such lead investor. The Articles of Incorporation Amendment 
and the change to the Board of Directors must occur before the second closing. The second closing is estimated to raise 
funds of $5,999,997 with 78,445 shares of voting common stock and 627,437 shares of non-voting common stock. In 
addition, the institutional investors hold a registration rights agreement that permits them to request the Bank register a 
form S-1 (Registration Statement under the Securities Act of 1933), as outlined in the agreement, if the Bank has formed  
a holding company.

The proceeds of the capital and rights offerings and the private placement are for general corporate purposes which may 
include improving the Bank’s regulatory capital position and supporting future growth.

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 determined that recent profitability and projections of future taxable income will be adequate to absorb 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. 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.

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.

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.

12

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT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.

OFF-BALANCE SHEET CREDIT 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, 2015, the date of the most recent balance sheet, have been 
evaluated for possible adjustment to the financial statements or disclosure is February 2, 2016, which is the date on which 
the financial statements were available to be issued.

2.  Restriction of Cash and 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, 2015 and 2014 was $1,012,000 and $759,000, respectively.

3.  Securities Available-for-Sale and 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, 2015

Available-for-Sale

AMORTIZED  
COSTS ($)

GROSS  
UNREALIZED  
GAINS ($)

GROSS  
UNREALIZED 
LOSSES ($)

FAIR  
VALUE ($)

U.S. Government and Agency Securities

Corporate Securities

5,638,861

2,053,310

—

50

(35,276)

(17,217)

5,603,585

2,036,143

Mortgage Backed Securities

26,682,815

12,390

(412,482)

26,283,263

Municipal Securities

SBA Loan Pools

TOTAL INVESTMENT SECURITIES

2,254,006

10,258,426

46,887,418

—

(12,511)

2,241,495

10,374

23,357

(117,705)

10,151,095

(595,191)

46,315,581

DEC. 31, 2014

Available-for-Sale

U.S. Government and Agency Securities

Corporate Securities

Mortgage Backed Securities

SBA Loan Pools

Total Available-for-Sale

Held-to-Maturity

AMORTIZED  
COSTS ($)

GROSS  
UNREALIZED  
GAINS ($)

GROSS  
UNREALIZED 
LOSSES ($)

FAIR  
VALUE ($)

3,999,064

1,061,234

16,635,961

5,781,598

27,477,857

—

—

56,926

15,530

72,456

(59,877) 

(8,697)

(87,564)

(99,222)

3,939,187

1,052,537

16,605,323

5,697,906

(255,360)

27,294,953

Mortgage Backed Securities

5,610

36

—

5,646

TOTAL INVESTMENT SECURITIES

27,483,467

72,492

(255,360)

27,300,599

13

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIAThe amortized cost and estimated fair value of available-for-sale debt securities at December 31, 2015, 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

AMORTIZED  
COST ($)

FAIR  
VALUE ($)

—

—

7,018,724

6,974,308

1,005,279

992,393

12,180,600

12,065,617

20,204,603

20,032,318

26,682,815

26,283,263

46,887,418

46,315,581

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.

At December 31, 2015 and 2014, U.S. Government and agency securities and mortgage backed securities with carrying 
values of $10,950,446 and $14,653,130, respectively, were pledged to secure public deposits and for other purposes 
required or permitted by law.

Information pertaining to available-for-sale securities with gross unrealized losses at December 31, 2015,  
aggregated by investment category and length of time that individual securities have been in a continuous loss position, is 
as follows:

LESS THAN 12 MONTHS

OVER 12 MONTHS

GROSS  
UNREALIZED 
LOSSES ($)

FAIR  
VALUE ($) 

GROSS  
UNREALIZED 
LOSSES ($)

FAIR  
VALUE ($)

Corporate Securities

12,886

492,393

4,331

538,250

Mortgage Backed Securities

376,187

19,978,212

36,295

1,821,413

Municipal Securities

12,511

926,973

U.S. Government Securities

35,276

5,603,585

—

—

—

—

SBA Loan Pools

74,080

4,094,793

43,625

2,295,534

14

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT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.

At December 31, 2015, 38 debt securities with an unrealized loss for less than one year and 7 debt securities with an 
unrealized loss for greater than one year depreciated less than four percent from the Bank amortized cost basis. Forty-
three 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 and Other

Real Estate

Subtotal

Deferred Loan Fees

TOTALS

2015 ($)

2014 ($)

44,054,331

49,266,330

13,769,129

8,159,864

262,012,630

222,251,579

319,836,090

279,677,773

(766,480)

(688,187)

319,069,610

278,989,586

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.

15

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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 2015

COMMERCIAL 
AND INDUSTRIAL 
($)

REAL ESTATE 
COMMERCIAL 
($)

REAL ESTATE 
CONSTRUCTION  
($)

REAL ESTATE 
RESIDENTIAL 
($)

CONSUMER  
($)

TOTAL ($)

Allowance for Possible Loan Losses

Beginning Balance

331,078

1,326,949

711,857

215,896

100,027

2,685,807

Charge-offs

Recoveries

Provision

Ending Balance

(224,887)

—

—

—

—

—

—

—

—

—

(224,887)

—

264,903

270,458

65,167

78,696

(6,724)

672,500

371,094

1,597,407

777,024

294,592

93,303

3,133,420

Individually Evaluated for Impairment

—

—

—

—

—

—

Collectively Evaluated for Impairment

371,094

1,597,407

777,024

294,592

93,303

3,133,420

Loans Receivable

Ending Balance

44,054,331

146,496,390

41,034,055

74,482,185 13,769,129

319,836,090

Individually Evaluated for Impairment

106,052

950,823

93,529

892,265

—

2,042,669

Collectively Evaluated for Impairment

43,948,279

145,545,567

40,490,526

73,589,920 13,769,129

317,793,421

YEAR 2014

Allowance for Possible Loan Losses

COMMERCIAL 
AND INDUSTRIAL 
($)

REAL ESTATE 
COMMERCIAL 
($)

REAL ESTATE 
CONSTRUCTION  
($)

REAL ESTATE 
RESIDENTIAL 
($)

CONSUMER  
($)

TOTAL ($)

Beginning Balance

449,602

1,282,986

480,842

275,925

98,008

2,587,363

Charge-offs

Recoveries

Provision

Ending Balance

(336,027)

(97,248)

75,000

142,503

—

141,211

331,078

1,326,949

—

—

231,015

711,857

—

—

(29,758)

(463,033)

477

75,477

(60,029)

31,300

486,000

215,896

100,027

2,685,807

Individually Evaluated for Impairment

—

—

—

—

—

—

Collectively Evaluated for Impairment

331,078

1,326,949

711,857

215,896

100,027

2,685,807

Loans Receivable

Ending Balance

49,266,330

124,993,736

36,247,806

61,010,037

8,159,864

279,677,773

Individually Evaluated for Impairment

—

566,562

393,529

264,640

—

1,224,731

Collectively Evaluated for Impairment

49,266,330

124,427,174

35,854,277

60,745,397

8,159,864

278,453,042

16

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTAn analysis of non-accrual and past due loans is as follows at December 31:

YEAR 2015

Commercial Non-Real Estate

Commercial and 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 2014

Commercial Non-Real Estate

Commercial and 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 ($)

10,403

—

10,403

44,043,928

44,054,331

106,052

48,806

48,806

64,675,090

64,723,896

— 81,772,494

81,772,494

—

—

—

—

—

—

—

—

—

—

849,714

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

— 22,957,943

22,957,943

93,529

— 18,076,112

18,076,112

—

334,092

334,092

— 13,435,037

13,435,037

— 63,758,297

63,758,297

849,714

9,874,174

10,723,888

—

—

—

—

—

849,714

10,403

48,806

908,923 318,927,167

319,836,090

199,581

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 ($)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

60,000

60,000

—

—

—

—

—

—

—

—

—

—

— 49,266,330

49,266,330

— 54,173,344

54,173,344

— 70,820,392

70,820,392

—

—

—

— 15,989,057

15,989,057

393,529

— 20,258,749

20,258,749

—

233,693

233,693

— 7,926,171

7,926,171

— 49,950,577

49,950,577

60,000

10,999,460

11,059,460

—

—

—

—

—

60,000 279,617,773 279,677,773

393,529

17

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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 
($)

YEAR 2015

With No Related Allowance Recorded:

Real Estate

Construction

Residential

Commercial

Commercial and Industrial

TOTAL

Real Estate

93,529

892,265

950,823

106,052

93,529

892,265

950,823

106,052

1,936,617

1,936,617

Commercial and Industrial

106,052

103,052

—

—

—

—

—

—

326,433

907,843

964,813

219,803

2,199,089

219,803

—

32,039

51,775

4,454

83,814

4,454

YEAR 2014

With No Related Allowance Recorded:

Real Estate

Construction

Residential

Commercial

Commercial and Industrial

TOTAL

Real Estate

RECORDED  
INVESTMENT 
($) 

UNPAID  
PRINCIPAL  
BALANCE ($)

RELATED  
ALLOWANCE 
FOR LOAN 
LOSSES ($)

AVERAGE  
RECORDED  
INVESTMENT ($)

INTEREST  
INCOME  
RECOGNIZED 
($)

393,529

566,562

264,640

393,529

566,562

264,640

—

—

—

560,132

1,827,791

271,251

—

101,703

15,295

1,224,731

1,224,731

—

2,659,174

116,998

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. 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.

18

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTAn analysis of the credit quality indicators is as follows at December 31:

YEAR 2015

Commercial  — Non-Real Estate

PASS ($)

SPECIAL MENTION ($)

SUBSTANDARD ($)

DOUBTFUL ($)

LOSS ($)

Commercial and Industrial

43,784,412

163,867

106,052

Commercial — Real Estate

Owner Occupied

Non-Owner Occupied

Construction

Residential

Commercial

Consumer-Non-Real Estate

Automobile

Other

Residential

First Trusts

Equity Lines

TOTAL

60,477,475

81,772,494

22,864,415

18,076,112

334,092

13,435,037

63,523,134

9,151,155

3,676,619

569,802

—

 —

—

—

—

235,164

844,853

—

93,528

 —

—

—

—

727,879

313,418,326

4,920,503

1,497,261

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

YEAR 2014

Commercial  — Non-Real Estate

PASS ($)

SPECIAL MENTION ($)

SUBSTANDARD ($)

DOUBTFUL ($)

LOSS ($)

Commercial and Industrial

48,943,957

157,486

164,887

Commercial — Real Estate

Owner Occupied

Non-Owner Occupied

Construction

Residential

Commercial

Consumer-Non-Real Estate

Automobile

Other

Residential

First Trusts

Equity Lines

TOTAL

52,926,770

70,648,324

15,595,529

20,258,748

233,693

7,926,171

49,651,751

9,018,520

275,203,463

1,246,574

—

—

—

—

—

238,828

1,770,886

3,413,774

—

172,068

393,529

—

—

—

—

330,052

1,060,536

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

19

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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, 2015 and 2014.

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 $2,431,316 and $2,665,314 
at December 31, 2015 and 2014, respectively. New loans made to such related parties, including loans held by new 
directors, amounted to $2,484,992 and $313,463, and payments amounted to $2,718,990 and $793,362 at December 31, 
2015 and 2014, respectively.

5.  BANK PREMISES AND EQUIPMENT

Bank premises and equipment include the following:

Furniture and Equipment

Leasehold Improvements 

Software 

Total cost

Less Accumulated Depreciation

NET BANK PREMISES AND EQUIPMENT

2015 ($)

2014 ($)

1,299,877

1,379,335

485,762

58,340

485,762

238,382

1,843,979

2,103,479

(1,123,779)

(1,272,709)

720,200

830,770

Depreciation and amortization of bank premises and equipment charged to expense amounted to $233,790 and $167,795 
in 2015 and 2014, respectively.

6.  DEPOSITS 

Time deposits in denominations that meet or exceed the FDIC minimum limit of $250,000 or more totaled $46,086,607 
and $47,860,702 at December 31, 2015 and 2014, respectively.

The following are time deposits maturing in years ending December 31:

2016

2017

2018 

2019

2020

TOTAL

20

$135,431,724

44,935,387

18,908,020

5,855,002

1,829,518

$206,959,651

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTThe Bank held related party deposits of approximately $11,577,000 and $10,943,000 at December 31, 2015  
and 2014, respectively.

7.  BORROWINGS

At December 31, 2015 and 2014, 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, 2015 and 2014.

At December 31, 2015 and 2014, the Bank had an additional $6,000,000 and $2,000,000, respectively, 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. The borrowings are secured by $200,000, plus any earnings credited, held in a cash and correspondent 
account that is recorded as cash and due from banks on the balance sheets. There were no borrowings on this line at 
December 31, 2015 and 2014.

At December 31, 2015 and 2014, 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 $500,000 and $300,000 held in a cash and 
correspondent account that is recorded as cash and due from banks on the balance sheets at December 31, 2015 and 
2014, respectively. There were no borrowings on this line at December 31, 2015 and 2014.

On September 23, 2015, the Bank entered into an agreement with the FHLB for $2,000,000 advanced under a principal 
reducing credit facility. The agreement calls for semi-annual principal payments of $142,857 beginning March 23, 2016, 
interest payments at 1.72 percent and matures on September 23, 2022.

On November 16, 2015, the Bank entered into an additional agreement with the FHLB for $4,200,000 advanced under a 
fixed rate credit facility to be used for temporary, short-term needs. The agreement calls for monthly interest payments at 
0.28 percent and matures on February 18, 2016.

The principal reducing credit facility and the fixed rate credit facility with the FHLB are secured by certain residential and 
commercial mortgages. The Bank has an additional daily rate credit advance facility available with the FHLB. No amount 
was outstanding at December 31, 2015. For the years ended December 31, 2015 and 2014, interest expense on the 
borrowings was $10,930 and $-0-, respectively. 

Principal maturities by year are as follows:

2016

2017

2018 

2019

2020

Thereafter

TOTAL

$4,485,716

285,714

285,714

285,714

285,714

571,428

$6,200,000

21

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA8.  INCOME TAXES

Significant components of deferred income tax assets and liabilities are as follows at December 31:

DEFERRED SOURCE

Loans and Loan Loss Reserve

Unearned Loan Fees and Costs, Net

Depreciation

Gross Deferred Tax Assets

Valuation Allowance

Net Deferred Tax Assets

The provision for income taxes consists of the following at December 31:

Current Tax Expense

Deferred (Benefit) Tax Expense

Change in Valuation Allowance

2015 ($)

2014 ($)

1,534,000

1,305,000

261,000

234,000

(191,000)

(219,000)

1,604,000

1,320,000

—

—

1,604,000

1,320,000

2015 ($)

1,169,000

(543,000)

—

885,000

2014 ($)

461,000

82,000

(543,000)

—

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

2015 (%)

2014 (%)

34%

— 

—

34%

34%

—

(34)

0%

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 as of January 1, 2015, of total capital, Tier 1 capital and common equity Tier 1 capital to risk-weighted 
assets (as defined in the regulations), and Tier 1 capital to adjusted average total assets (as defined). Prior to January 1, 
2015, minimum amounts and ratios of total capital, Tier 1 capital and Tier 1 capital to adjusted average total assets (as 
defined), were required. Management believes, as of December 31, 2015 and 2014, that the Bank meets all the capital 
adequacy requirements to which it is subject.

22

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTAs of December 31, 2015, 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, 2015 and 2014 are as follows:

DEC. 31, 2015

Total Capital  
(to Risk Weighted Assets)

Tier 1 Capital  
(to Risk Weighted Assets)

Common Equity Tier 1 
(to Risk Weighted Assets)

Tier 1 Capital 
(to Adjusted Average Assets)

DEC. 31, 2014

Total Capital  
(to Risk Weighted Assets)

Tier 1 Capital  
(to Risk Weighted Assets)

Tier 1 Capital  
(to Average Assets)

ACTUAL

ADEQUACY PURPOSES

ACTION PROVISIONS

AMOUNT ($)

RATIO (%)

AMOUNT ($)

RATIO (%)

AMOUNT ($)

RATIO (%)

42,580,925

13.03

26,138,400

8.00

32,673,000

10.00

42,892,618

13.13

19,603,800

6.00

26,138,400

8.00

42,892,618

13.13

14,702,850

4.50

21,237,450

6.50

42,892,618

11.60

14,791,180

4.00

18,488,975

5.00

29,769,220

10.95

21,749,040

8.00

27,186,300

10.00

29,828,107

10.97

10,874,520

4.00

16,311,780

6.00

29,828,107

10.02

11,911,117

4.00

14,888,897

5.00

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 at December 31, 2015: 

2007 Plan

633,600

552,771

426,185

AUTHORIZED

GRANTED

VESTED

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, 2015, there was approximately  
$24,000 in unrecognized compensation expense related to non-vested share-based compensation. At December 31, 
2014, there was approximately $58,000 in unrecognized compensation expense related to non-vested  
share-based compensation.

23

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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, and the eleven-for-ten stock split that was effective on April 1, 2014. The Bank 
canceled and reissued stock options granted in 2007.

The following summarizes the option activity under the Plan:

NUMBER OF  
SHARES

OPTION PRICE  
PER SHARE ($)

WEIGHTED  
AVERAGE  
EXERCISE PRICE ($) 

OUTSTANDING 
(DEC. 31, 2013)

Grants

Exercised

Canceled or Expired

OUTSTANDING 
(DEC. 31, 2014)

Grants

Exercised

Canceled or Expired

OUTSTANDING 
(DEC. 31, 2015)

458,602

96,275

(23,260)

(1,584)

530,033

32,500

(9,212)

(550)

552,771

6.50

8.99

6.03

6.27

6.97

8.14

6.50

9.09

7.04

6.50

8.99

6.03

6.27

6.97

8.14

6.50

9.09

7.04

The weighted average fair value of options granted during the year ended December 31, 2015 was $8.14. The weighted 
average remaining contractual life of options outstanding as of December 31, 2015 is 6.34 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.

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.

For the years ended December 31, 2015 and 2014, the Bank recognized approximately $55,000 and $8,000 in  
stock-based compensation expense, respectively.

11. OPERATING LEASES

In December 2015, the Bank exercised its third 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 2020. The total base annual lease 
payments for the base year of the third extension are $85,223, 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 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. In December 2014, the Bank entered into an updated agreement that separated the 
headquarters and branch space. The headquarters space lease for 6,002 square feet was extended for an additional year 

24

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTending December 31, 2015. Total base annual lease payments under the one-year extension are $225,855 for both the 
headquarters and branch space. The agreement includes additional rent payments based on a pro rata portion of annual 
taxes, common area maintenance charges, and utilities. The lease for the headquarters space was extended through 
March 31, 2016.

The updated lease agreement for the branch is for an initial lease term of ten years commencing January 1, 2016 and 
ending December 31, 2025. Total base annual lease payments are $125,895 for the first year, increasing 3 percent per 
annum thereafter. The agreement includes additional rent payments based on a pro rata portion of annual taxes, common 
area maintenance charges, and utilities. The Bank has the right to renew the branch lease for two periods of five additional 
years as provided for in the lease.

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 provided for an initial lease term of 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. In 
December 2014, the Bank entered into an updated agreement amending the lease to end on December 31, 2015. The 
lease agreement was for 6,072 square feet. The agreement included additional rent payments based on a pro rata portion 
of annual taxes, common area maintenance charges, and utilities.

In September 2015, the Bank entered into a lease agreement for suites on the second and sixth floors at 10555  
Main Street in Fairfax, Virginia. The agreement provides for an initial lease term of eight years commencing January 1, 
2016 and ending December 31, 2023. Total base annual lease payments are $349,509 for the first year, increasing three 
percent per annum thereafter. The lease agreement is for 13,189 square feet. The agreement includes the option to renew 
the lease for two periods of five additional years at the then current market rate. 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.

In February 2015, the Bank entered into a sub-lease agreement for office space in Chantilly, Virginia. The agreement 
provides for an initial lease term of two years commencing March 1, 2015 through February 28, 2017. Total base annual 
payments are $64,875 for 4,055 square feet.

The following are the future minimum lease payments at December 31, 2015:

YEARS ENDING DECEMBER 31

2016

2017

2018 

2019

2020

Thereafter

$731,804

676,163

685,467

706,260

727,754

2,329,920

5,857,368

Rent expense amounted to $712,063 and $530,626 for the years ended December 31, 2015 and 2014, respectively.

25

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIA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: quotes 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:

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:

QUOTED PRICES IN 
ACTIVE MARKETS FOR 
IDENTICAL ASSETS  
(LEVEL 1) ($)

SIGNIFICANT OTHER 
OBSERVABLE INPUTS  
(LEVEL 2) ($)

SIGNIFICANT  
UNOBSERVABLE 
INPUTS  
(LEVEL 3) ($)

FAIR VALUE ($)

DEC. 31, 2015

Available-for-Sale Securities

46,315,581

DEC. 31, 2014

Available-for-Sale Securities

27,294,953

—

—

46,315,581

27,294,953

—

—

26

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT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 receivable 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:

QUOTED PRICES IN 
ACTIVE MARKETS FOR 
IDENTICAL ASSETS  
(LEVEL 1) ($)

SIGNIFICANT OTHER 
OBSERVABLE INPUTS  
(LEVEL 2) ($)

SIGNIFICANT  
UNOBSERVABLE 
INPUTS  
(LEVEL 3) ($)

FAIR VALUE ($)

DEC. 31, 2015

Impaired Loans

DEC. 31, 2014

Impaired Loans

2,042,669

1,224,731

—

—

2,042,669

1,224,731

—

—

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.

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 

27

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIAwith securitization transactions, adjusted for differences in loan characteristics. Fair values for business real estate and 
business loans are estimated using 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.

FHLB advances: The fair value of the FHLB advances is determined using rates currently available to the Bank for 
debt with similar terms and remaining maturities. 

Off-balance sheet financial instruments: At December 31, 2015 and 2014, 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:

2015

2014

CARRYING  
AMOUNT ($)

FAIR VALUE ($)

CARRYING  
AMOUNT ($)

FAIR VALUE ($)

Financial Assets

Cash and Due from Banks

5,856,391

5,856,391

4,917,099

4,917,099

Interest Bearing Deposits with Banks

1,028,248

1,028,248

1,024,155

1,024,155

Federal Funds Sold

15,000,000

15,000,000

24,837,000

24,837,000

Securities Available-for-Sale

46,315,581

46,315,581

27,294,953

27,294,953

Loans Held for Sale

—

—

Securities Held-to-Maturity

7,634,844

7,634,844

5,610

649,975

5,646

649,975

Loans Receivable, net

315,936,190

314,624,624

276,303,779

275,320,723

Accrued Interest Receivable

Bank-owned Life Insurance

963,995

963,995

864,224

864,224

2,221,695

2,221,695

2,160,567

2,160,567

TOTAL FINANCIAL ASSETS

394,956,944

393,645,378

338,057,362

337,074,342

Financial Liabilities

Non-interest Bearing Deposits

51,849,383

51,849,383

51,431,344

51,431,344

Interest Bearing Deposits

88,182,669

88,182,669

65,959,271

65,959,271

Saving Deposits

FHLB Advances

Time Deposits

2,573,038

2,573,038

2,637,231

2,637,231

6,200,000

6,200,000

—

—

206,959,651

207,858,044

191,660,138

191,945,611

Accrued Interest Payable

97,216

97,216

92,304

92,304

TOTAL FINANCIAL LIABILITIES

355,861,957

356,760,350

311,780,288

312,065,761

28

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT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

2015 ($)

2014 ($)

83,372,000

107,464,000

1,709,000

1,001,000

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.

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 2015 or 2014.

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, 2014, capital was not available for payment of dividends.

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 
approximately $193,000 and $140,700 for the years ended December 31, 2015 and 2014, 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 a 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.

29

FINANCIAL STATEMENTSFREEDOM BANK OF VIRGINIASHAREHOLDER &  
COMPANY INFORMATION

BOARD OF DIRECTORS

RICHARD C. LITMAN 
Chairman

CYNTHIA CARTER ATWATER
Corporate Secretary

DAVID C. KARLGAARD, Ph.D.

G. THOMAS COLLINS, JR.

ALVIN E. NASHMAN, Ph.D.

JOHN T. ROHRBACK 
Vice Chairman

CRAIG S. UNDERHILL
President and 
Chief Executive Officer

TERRY L. COLLINS, Ph.D. 

H. JASON GOLD

NORMAN P. HORN

30

FREEDOM BANK OF VIRGINIADIRECTORS EMERITUS

With Deepest Appreciation for the 
Directors Who Previously Served

IRVING BERNSTEIN

 RICHARD L. HALL

RUSSEL E. SHERMAN

Founding Director
2000-2007
In Memoriam

Founding Director, President, & COO
2000-2003
In Memoriam

Founding Director
2000-2007
In Memoriam

JOHN F. CARMAN

TIMOTHY P. HECHT

HARRY N. SNYDER, O.D.

Founding Director & Vice Chairman
2000-2006
In Memoriam

Director
2005-2007
Director Emeritus

Founding Director
2000-2007

GEORGE C. DUKAS

GEORGE Z. KONTZIAS

JAMES F. STEFFEY

Director
2002-2005
Director Emeritus

Director
2002-2006
Director Emeritus

Founding Director
2000-2007
Director Emeritus

WILLIAM G. DUKAS

MICHAEL A. MIRANDA

C. STEPHEN TEMPLETON

Founding Director
2000-2011
In Memoriam

MICHAEL A. FALKE

Founding Director
2000-2002

Co-Founder & Organizing Director
2000-2013
In Memoriam

Founding Director
2000-2002

JAMES N. NEWSOME

CHARLES M. WRIGHT

Founding Chairman & CEO
2000-2003
Director Emeritus

Founding Director
2000-2002
Director Emeritus

ADVISORY BOARD

AZMAT ALI

OWEN MICHAEL MCCALL

JAMES F. STEFFEY

DARREN BERNSTEIN

USAMA H. MISLEH

FRANK V. STURGEON

BRIAN BLOXOM

ELIZABETH J. MOFFETT

C. STEPHEN TEMPLETON

PHILIP DONDES

JAMES N. NEWSOME

ROBERT G. WILLIAMS

BRYAN FELDER

ARLENE LYLES PRIPETON

CHARLES M. WRIGHT

JARED JABLONKA

THOMAS J. RILEY

31

SHAREHOLDER & COMPANY INFORMATIONFREEDOM BANK OF VIRGINIAEXECUTIVE OFFICERS  
& SENIOR LEADERSHIP TEAM

CRAIG S. UNDERHILL

President &
Chief Executive Officer

C. KEVIN CURTIS

RICHARD A. HUTCHISON

DANIEL E. BURNETT, CPA

Executive Vice President 
Chief Lending Officer 
NMLS# 1040247 

Executive Vice President 
Chief Mortgage Officer 
 NMLS# 179316

Executive Vice President  
Chief Financial Officer

KARIN M. JOHNS

SALLY T. SIVERONI

ROBERT D. WILLEY, JR.

Executive Vice President 
Chief Accounting Officer

Executive Vice President 
Chief Credit Officer

Executive Vice President 
Commercial Banking

DEBORAH A. FREE

Senior Vice President 
Branch Administration

JOAN E. LISZKA

Senior Vice President  
Human Resources

KIMBERLY J. RYMAN

Senior Vice President 
Compliance

COMMERCIAL BANKING

VISHAL M. GANDHI

E. ROBERT MUSSEMAN, JR.

MICHAEL J. UNDERWOOD

Vice President

Vice President
NMLS# 85152

Senior Vice President and 
Team Leader

ANGELA GANSOR

Vice President
Business Development Officer
NMLS # 431133

JAMES T. NELSON, III

Senior Vice President 

EDWARD W. LULL, JR.

Senior Vice President 

LAURA L. POWELL

Senior Vice President 

DANIEL E. MARKS

RICHARD M. SOBONYA

Vice President 
NMLS# 618696

Vice President
NMLS# 1442500

STEPHEN A. WITT

Senior Vice President 
NMLS# 1442969 

DARREN T. TULLY

Vice President 
NMLS# 1066465

MORTGAGE DIVISION

RICHARD A. HUTCHISON

Executive Vice President
Chief Mortgage Officer
NMLS# 179316

32

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORT 
CHANTILLY LOAN OFFICERS

KIM-ANN H. CYBULSKI

CHARLES G. HUTCHISON

BRENT MURPHY

Senior Mortgage Loan Officer  
NMLS# 188605

Mortgage Loan Officer
NMLS# 1019699

Mortgage Loan Officer
NMLS# 1443532

KEVIN P. DENNIS

CHRISTINE S. KERN

CHRISTOPHER PERSIL

Senior Mortgage Loan Officer 
NMLS# 185900

Senior Mortgage Loan Officer 
NMLS# 970512

Senior Mortgage Loan Officer 
NMLS# 188099

STEFAN GOLDFADEN

PAIGE LUTZ

BONNIE L. ZAPF

Senior Mortgage Loan Officer 
NMLS# 886220

Senior Mortgage Loan Officer
NMLS# 1052568

Senior Mortgage Loan Officer 
NMLS# 188572

SCOTT HILL

STEVEN L. MITCHELL

Senior Mortgage Loan Officer
NMLS# 187713

Senior Mortgage Loan Officer 
NMLS# 888275

FAIRFAX LOAN OFFICERS

GEORGE J. DECKER

Senior Mortgage Loan Officer
NMLS# 525099

WILLIAM T. ROGERS

Senior Mortgage Loan Officer
NMLS# 141858

BRANCH LOCATIONS

FAIRFAX

VIENNA

RESTON 

G. VERONIKA CAVERO

ALFREDO G. MOLINA

PAULA A. NEWSOME

Branch Officer/Manager
NMLS# 1307431

Branch Officer/Manager 
NMLS# 1306195 

Vice President/Branch Manager
NMLS# 993276

FBV CAPITAL ADVISORS, INC.

A subsidiary of The Freedom Bank of Virginia

ROBERT N. RUBIN

President

33

SHAREHOLDER & COMPANY INFORMATIONFREEDOM BANK OF VIRGINIACORPORATE HEADQUARTERS

THE FREEDOM BANK OF VIRGINIA

10555 Main Street
Fairfax, VA 22030
703-242-5300

TRANSFER AGENT
American Stock Transfer & Trust Company
Shareholder Services – Admin 2 Team
6201 Fifteenth Avenue
Brooklyn, NY 11219
800-937-5449

www. amstock.com

INDEPENDENT REGISTERED  
PUBLIC ACCOUNTING FIRM
Thompson Greenspon
Fairfax, VA

COMMON STOCK

THE FREEDOM BANK OF VIRGINIA

Common stock is traded on the
OTC Markets Group (OTCQX)
under the symbol FDVA

NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders  
will be held on  
Wednesday March 16, 2016 – 10:00 a.m. 
at the Westwood Country Club
800 Maple Avenue East
Vienna, VA 22180

34

FREEDOM BANK OF VIRGINIA2015 ANNUAL REPORTVIENNA

RESTON

502 Maple Avenue W.
Vienna, VA 22180
703-667-4170

11700 Plaza America Drive
Reston, VA 22190
703-663-2300

FAIRFAX

10555 Main Street
Fairfax, VA 22030
703-242-5300

MORTGAGE DIVISION

4211 Pleasant Valley Road
Chantilly, VA 20151
703-766-6400

THE FREEDOM BANK OF VIRGINIA

freedombankva.com