UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2007

Commission File Number: 0-29276

FIRST ROBINSON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
 
36-4145294
(State or other jurisdiction
 
I.R.S. Employer ID Number
of incorporation or organization)
   
 

501 EAST MAIN STREET, ROBINSON, ILLINOIS
 
62454
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (618) 544-8621
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YES  o NO x      

As of February 13, 2008, the Registrant had 454,558 shares of Common Stock, par value $0.01, issued and outstanding.

Transitional Small Business Disclosure Format (check one):
YES o   NO  x
 

 
FIRST ROBINSON FINANCIAL CORPORATION
Index to Form 10-QSB

 
PAGE
PART 1. FINANCIAL INFORMATION
 
       
 
Item 1.
Financial Statements
 
 
 
 
 
Condensed Consolidated Balance Sheets as of December 31, 2007 And March 31, 2007
3
 
 
 
 
Condensed Consolidated Statements of Income for the Three-Month and Nine-Month  Periods Ended December 31, 2007 and Decmber 31, 2006
4
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended December 31, 2007 and December 31, 2006
6
     
 
Notes to Condensed Consolidated Financial Statements
8
       
 
Item 2.
Management’s Discussion and Analysis or Plan of Operation
13
       
 
Item 3.
Controls and Procedures
26
       
PART II. OTHER INFORMATION
 
       
 
Item 1.
Legal Proceedings
27
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
27
       
 
Item 3.
Defaults Upon Senior Executives
27
       
 
Item 4.
Submission of Matters to a Vote of Security Holders
27
       
 
Item 5.
Other Information
27
       
 
Item 6.
Exhibits
27
     
 
 
SIGNATURES
28
       
 
CERTIFICATIONS
29
 
2

 
Item 1:
FIRST ROBINSON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
   
 December 31, 2007 
 
March 31, 2007
 
   
(Unaudited)
     
ASSETS
             
               
Cash and cash equivalents
 
$
12,476
 
$
4,049
 
Available-for-sale securities
   
29,476
   
31,129
 
Loans, net of allowance for loan losses of $760 and $729 at December 31, 2007 and March 31, 2007, respectively
   
79,575
   
71,070
 
Federal Reserve and Federal Home Loan Bank stock
   
805
   
805
 
Premises and equipment, net
   
2,328
   
2,482
 
Interest receivable
   
728
   
737
 
Deferred income taxes
   
121
   
209
 
Cash surrender value of life insurance
   
1,382
   
1,341
 
Other assets
   
525
   
452
 
               
Total Assets
 
$
127,416
 
$
112,274
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
Liabilities
             
Deposits
   
96,041
   
86,773
 
Other borrowings
   
18,233
   
12,088
 
Advances from borrowers for taxes and insurance
   
81
   
129
 
Accrued income taxes
   
208
   
154
 
Interest payable
   
239
   
203
 
Other liabilities
   
1,056
   
1,037
 
Total Liabilities
   
115,858
   
100,384
 
               
Commitments and Contingencies
   
   
 
               
Stockholders’ Equity
             
Preferred stock, $.01 par value; authorized 500,000 shares, no shares issued and outstanding
             
Common stock, $ .01 par value; authorized 2,000,000 shares; 859,625 shares issued;  outstanding December 31, 2007 453,980 shares; March 31, 2007 – 484,908 shares
     
9
   
9
 
Additional paid-in capital
   
8,462
   
8,406
 
Retained earnings
   
9,969
   
9,459
 
Accumulated other comprehensive loss, net of income tax
   
(6
)
 
(199
)
Treasury stock, at cost
             
Common: December 31, 2007 398,414 shares; March 31, 2007 – 367,486 shares
   
(6,876
)
 
(5,785
)
Total Stockholders’ Equity
   
11,558
   
11,890
 
               
Total Liabilities and Stockholders’ Equity
 
$
127,416
 
$
112,274
 

See Notes to Condensed Consolidated Financial Statements.
 
3

 
FIRST ROBINSON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine-Month Periods Ended December 31, 2007 and 2006
(In thousands, except per share data)
(Unaudited)

 
 
  Three-Month Period
 
  Nine-Month Period
 
   
2007
 
2006
 
2007
 
2006
 
Interest and Dividend Income:
                         
Loans
 
$
1,448
 
$
1,360
 
$
4,240
 
$
3,849
 
Securities:
                         
Taxable
   
314
   
346
   
978
   
994
 
Tax-exempt
   
23
   
25
   
72
   
74
 
Other interest income
   
75
   
52
   
183
   
168
 
Dividends on Federal Reserve Bank and Federal Home Loan Bank stock
   
2
   
7
   
16
   
22
 
                           
Total Interest and Dividend Income
   
1,862
   
1,790
   
5,489
   
5,107
 
Interest Expense:
                         
Deposits
   
688
   
529
   
1,956
   
1,485
 
Other borrowings
   
137
   
187
   
410
   
461
 
                           
Total Interest Expense
   
825
   
716
   
2,366
   
1,946
 
                           
Net Interest Income
   
1,037
   
1,074
   
3,123
   
3,161
 
                           
Provision for Loan Losses
   
30
   
15
   
60
   
45
 
                           
Net Interest Income After Provision for Loan Losses
   
1,007
   
1,059
   
3,063
   
3,116
 
                           
Non-interest income:
                         
Charges and fees on deposit accounts
   
226
   
221
   
688
   
640
 
Charges and other fees on loans
   
34
   
7
   
91
   
20
 
Net gain on sale of loans
   
37
   
26
   
92
   
73
 
Net gain on sale of foreclosed assets
   
   
   
3
   
 
Other
   
97
   
72
   
298
   
214
 
                           
Total Non-Interest Income
   
394
   
326
   
1,172
   
947
 
                           
Non-interest expense:
                         
Compensation and employee benefits
   
537
   
529
   
1,637
   
1,474
 
Occupancy and equipment
   
157
   
138
   
461
   
404
 
Foreclosed property expense
   
   
   
2
   
1
 
Data processing
   
59
   
64
   
161
   
161
 
Audit, legal and other professional
   
51
   
37
   
141
   
106
 
Advertising
   
26
   
32
   
89
   
91
 
Telephone and postage
   
24
   
23
   
71
   
69
 
Net loss on sale of foreclosed property
   
   
   
   
2
 
Net loss on disposal of fixed assets
   
   
   
4
   
 
Other
   
153
   
126
   
450
   
394
 
                           
Total Non-Interest Expense
   
1,007
   
949
   
3,016
   
2,702
 

See Notes to Condensed Consolidated Financial Statements.

4


FIRST ROBINSON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine-Month Periods Ended December 31, 2007 and 2006
(In thousands, except per share data)
(Unaudited)

 
 
 Three-Month Period
 
Nine-Month Period
 
   
2007
 
2006
 
2007
 
2006
 
                   
Income before income taxes
   
394
   
436
   
1,219
   
1,361
 
                           
Provision for income taxes
   
133
   
144
   
393
   
455
 
                           
Net Income
 
$
261
 
$
292
 
$
826
 
$
906
 
                           
Earnings Per Share-Basic
 
$
0.60
 
$
0.62
 
$
1.82
 
$
1.91
 
Earnings Per Share-Diluted
 
$
0.57
 
$
0.59
 
$
1.73
 
$
1.83
 
                           
Comprehensive Income
                         
                           
Net Income
 
$
261
 
$
292
 
$
826
 
$
906
 
                           
Other Comprehensive Income:
                         
                           
Unrealized gains on securities
   
357
   
197
   
309
   
170
 
                           
Related tax effects
   
(134
)
 
(74
)
 
( 116
)
 
(64
)
                           
Other Comprehensive Income
   
223
   
123
   
193
   
106
 
                           
Comprehensive Income
 
$
484
 
$
415
 
$
1,019
 
$
1,012
 
 
See Notes to Condensed Consolidated Financial Statements.
 
5


FIRST ROBINSON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine-Month Periods Ended December 31, 2007 and 2006
(In thousands)
(Unaudited)

   
Nine-Month Period
 
   
2007
 
2006
 
           
Cash flows from operating activities:
         
Net income
 
$
826
 
$
906
 
Items not requiring (providing) cash:
             
Depreciation and amortization
   
221
   
172
 
Provision for loan losses
   
60
   
45
 
Amortization of premiums and discounts on securities
   
(31
)
 
(11
)
Amortization of loan servicing rights
   
40
   
30
 
Compensation related to ESOP
   
   
102
 
Compensation related to the exercise of options
   
69
   
66
 
Deferred income taxes
   
(28
)
 
(15
)
Originations of mortgage loans held for sale
   
(5,835
)
 
(3,467
)
Proceeds from the sale of mortgage loans
   
5,927
   
3,540
 
Net gain on loans sold
   
(92
)
 
(73
)
Net (gain) loss on sale of foreclosed property
   
(3
)
 
2
 
Net loss on disposal of fixed assets
   
4
   
 
Changes in:
             
Interest receivable
   
9
   
(11
)
Cash surrender value of life insurance
   
(41
)
 
(37
)
Other assets
   
(139
)
 
(42
)
Accrued income taxes
   
54
   
38
 
Interest payable
   
36
   
28
 
Other liabilities
   
19
   
(25
)
               
Net cash provided by operating activities
   
1,096
   
1,248
 
               
Cash flows from investing activities:
             
Purchases of securities available for sale
   
(2,072
)
 
(5,010
)
Proceeds from maturities of available for sale securities
   
300
   
 
Sale of Federal Home Loan Bank Stock
   
   
32
 
Repayments of principal on mortgage-backed securities
   
3,765
   
3,400
 
Net change in loans
   
(8,589
)
 
(7,014
)
Proceeds from sale of foreclosed assets
   
27
   
9
 
Purchases of premises and equipment
   
(45
)
 
(102
)
               
Net cash used in investing activities
   
(6,614
)
 
(8,685
)

See Notes to Condensed Consolidated Financial Statements.
 
6

 
FIRST ROBINSON FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine-Month Periods Ended December 31, 2007 and 2006
(In thousands)
(Unaudited)

   
Nine-Month Period
 
   
2007
 
2006
 
           
Cash flows from financing activities:
         
Net increase in deposits
 
$
9,268
 
$
10
 
Proceeds from other borrowings
   
99,464
   
104,310
 
Repayment of other borrowings
   
(93,319
)
 
(96,391
)
Federal funds purchased
   
95,955
   
4,200
 
Repayment of federal funds purchased
   
(95,955
)
 
(4,200
)
Net decrease in advances from borrowers for taxes and insurance
   
(48
)
 
(49
)
Proceeds received from exercise of options
   
65
   
25
 
Dividends paid
   
(316
)
 
(273
)
Purchase of treasury stock
   
(1,159
)
 
(350
)
Purchase of incentive plan shares
   
(10
)
 
(9
)
               
Net cash provided by financing activities
   
13,945
   
7,273
 
               
Increase (decrease) in cash and cash equivalents
   
8,427
   
(164
)
               
Cash and cash equivalents at beginning of period
   
4,049
   
7,389
 
               
Cash and cash equivalents at end of period
 
$
12,476
 
$
7,225
 
               
Supplemental Cash Flows Information
             
               
Interest paid
 
$
2,330
 
$
1,919
 
               
Income taxes paid (net of refunds)
   
367
   
432
 
               
Real estate acquired in settlement of loans
   
24
   
 

See Notes to Condensed Consolidated Financial Statements.
 
7

 
FIRST ROBINSON FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.
Basis of Presentation

The condensed consolidated financial statements include the accounts of First Robinson Financial Corporation (the “Company”) and its wholly owned subsidiary, First Robinson Savings Bank, National Association (the “Bank”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations for reporting on Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management of the Company, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company at December 31, 2007, the results of its operations for the three month and nine month periods ended December 31, 2007 and 2006 and cash flows for nine month periods ended December 31, 2007 and 2006. The results of operations for those months ended December 31, 2007 are not necessarily indicative of the results to be expected for the full year.

The Condensed Consolidated Balance Sheet of the Company, as of March 31, 2007, has been derived from the audited Consolidated Balance Sheet for the Company as of that date.
 
2.
Newly Adopted Accounting Pronouncements

The Company adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes," on April 1, 2007. Implementation of the new Standard did not have a material impact on the Company’s financial statements. The Company files U.S. and State of Illinois income tax returns. As of January 28, 2008, the open tax years under FIN 48 are 2005, 2006 and 2007.

On April 1, 2007, the Company adopted the provisions of Statement of Financial Accounting Standards No. 156 (“SFAS No. 156”), “Accounting for Servicing of Financial Assets”, an amendment of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. Implementation of the new standard did not have a material impact on the Company’s financial statements.

In September 2006, the FASB ratified a consensus opinion by the EITF on EITF Issue 06-5, “Accounting for Purchases of Life Insurance-Determining the Amount that Could be Realized in Accordance with FASB Technical Bulletin No. 85-4.” The guidance in EITF 06-5 required policy holders to consider other amounts included in the contractual terms of an insurance policy, in addition to cash surrender value, for purposes of determining the amount that could be realized under the terms of the insurance contract. If it is probable that contractual terms would limit the amount that could be realized under the insurance contract, those contractual limitations should be considered when determining the realizable amounts. The amount that could be realized under the insurance contract should be determined on an individual policy (or certificate) level and should include any amount realized on the assumed surrender of the last individual policy or certificate in a group policy.

The Company holds several life insurance policies, however, the policies do not contain any provisions that would restrict or reduce the cash surrender value of the policies. The consensus in EITF Issue 06-5 is effective for fiscal years beginning after December 15, 2006. The application of this guidance did not have a material adverse effect on the Company’s financial position or results of operation.

8


FIRST ROBINSON FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
3.
Employee Stock Ownership   Plan

In connection with the conversion to the stock form of ownership, the Board of Directors established an employee stock ownership plan (ESOP) for the exclusive benefit of participating employees. Employees age 21 or older who have completed one year of service are eligible to participate. Upon the issuance of the common stock, the ESOP acquired 68,770 shares of $0.01 par value common stock at the subscription price of $10.00 per share. The Bank makes contributions to the ESOP equal to the ESOP’s debt service less dividends received by the ESOP. Dividends on the unallocated shares received by the ESOP are used to pay debt service. As the debt is repaid, shares are released from collateral and allocated to active employees. Accordingly, the debt of the ESOP is recorded as debt and the shares pledged as collateral are reported as unearned ESOP shares in the condensed consolidated balance sheets. As shares are released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings-per-share calculations. Dividends on allocated shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt or accrued interest. As all shares were allocated in prior periods, there was no ESOP compensation expense for the three month or nine-month periods ended December 31, 2007. ESOP compensation expense for the three-month and nine-month periods ended December 31, 2006 was $34,000 and $102,000, respectively.

4.
Authorized Share Repurchase Program

On January 16, 2007, the Board of Directors of First Robinson Financial Corporation approved a repurchase program of its equity stock. The announcement of the program was filed purusant to Form 8-K. Under the program, the Company was authorized to repurchase up to 25,000 shares of the Company’s common stock from time to time, in the open market, when deemed appropriate by management. The program, approved January 16, 2007, expired with the completion of the purchase of all 25,000 shares on September 14, 2007. On September 18, 2007, the Board of Directors of First Robinson Financial Corporation approved another repurchase program of its equity stock. The Company may repurchase up to 25,000 shares of the Company’s outstanding common stock from time to time, in the open market, when deemed appropriate by management. The Program, approved September 18, 2007, will expire the earlier of the completion of the repurchase of the 25,000 shares or September 17, 2008. A total of 13,428 shares have been repurchased in the open market as of December 31, 2007.

5.
Stock-based Compensation

On July 29, 1998, the stockholders of the Company approved a Stock Option Plan (“SOP”) and a Recognition and Retention Plan (“RRP”). Options and restricted shares were granted to directors, officers and employees at the fair value of the shares as of that date. The plans were for a period of ten (10) years with a five year vesting period for both plans from the date of the grant. Prior to April 1, 2006 the Company accounted for the Plan under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations.

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share Based Payment," which established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, and focuses primarily on accounting for transactions in which an entity obtains employee services. The SFAS requires a public entity to measure the cost of employee services received in exchange for its equity instruments based on the fair value at the grant date (with limited exceptions) and recognize that cost over the service period. This statement revises SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." Effective April 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004). As a result of adopting SFAS No. 123R on April 1, 2006, the Company did not record any additional compensation expense, as no stock options had been granted in recent years and options granted were fully vested prior to adoption. However, on April 1, 2006, the Company reclassified $125,000 of unearned compensation, or 7,231 shares, related to previously recognized compensation for restricted share awards that had been vested as of that date to additional paid-in capital as these awards represent equity awards as defined in SFAS No. 123R.
 
9


FIRST ROBINSON FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
6.
Earnings Per Share for the Three-Month Period

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to the increase in the average shares outstanding which would have resulted from the exercise of dilutive stock options. The components of basic and diluted earnings per share for the three months ended December 31, 2007 and 2006 were computed as follows (dollar amounts in thousands except share data):
 
       
Weighted
     
       
Average
 
Per Share
 
   
Income
 
Shares
 
Amount
 
               
For the Quarter Ended December 31, 2007:
             
               
Basic Earnings per Share:
             
Income available to common stockholders
 
$
261
   
437,534
 
$
0.60
 
                     
Effect of Dilutive Securities:
                   
Unearned incentive plan shares
         
16,287
       
Stock options
         
6,050
       
                     
Diluted Earnings per Share:
                   
Income available to common stockholders
 
$
261
   
459,871
 
$
0.57
 
                     
For the Quarter Ended December 31, 2006:
                   
                     
Basic Earnings per Share:
                   
Income available to common stockholders
 
$
292
   
471,337
 
$
0.62
 
                     
Effect of Dilutive Securities:
                   
Unearned incentive plan shares
         
15,442
       
Stock options
       
6,359
       
                     
Diluted Earnings per Share:
                   
Income available for common stockholders
 
$
292
   
493,138
 
$
0.59
 
 
10


 
FIRST ROBINSON FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Earnings Per Share for the Nine-Month Period

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to the increase in the average shares outstanding which would have resulted from the exercise of dilutive stock options. The components of basic and diluted earnings per share for the nine months ended December 31, 2007 and 2006 were computed as follows (dollar amounts in thousands except share data):
 
       
Weighted
     
       
Average
 
Per Share
 
   
Income
 
Shares
 
Amount
 
               
For the Nine-Month Period Ended December 31, 2007:
             
               
Basic Earnings per Share:
             
Income available to common stockholders
 
$
826
   
454,479
 
$
1.82
 
                     
Effect of Dilutive Securities:
                   
Unearned incentive plan shares
         
16,193
       
Stock options
         
6,054
       
                     
Diluted Earnings per Share:
                   
Income available to common stockholders
 
$
826
   
476,726
 
$
1.73
 
                     
For the Nine-Month Period Ended December 31, 2006:
                   
                     
Basic Earnings per Share:
                   
Income available to common stockholders
 
$
906
   
474,826
 
$
1.91
 
                     
Effect of Dilutive Securities:
                   
Unearned incentive plan shares
         
15,343
       
Stock options
         
6,283
       
                     
Diluted Earnings per Share:
                   
Income available for common stockholders
 
$
906
   
496,452
 
$
1.83
 
 
11


FIRST ROBINSON FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
7.
Recent Accounting Pronouncements

In September, 2006, the Financial Account Standards Board (FASB) issued SFAS No. 157 "Fair Value Measurements" which defines value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 will be effective for the Company on April 1, 2008, with earlier adoption permitted, and is not expected to have a significant impact on the Company's financial statements.

In February, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which permits companies to choose to measure many financial instruments and certain other items at fair value. The objective of the new pronouncement is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 will be effective for the Company in 2008, with earlier adoption permitted. The Company has not yet made a determination as to when it will elect to apply the options available in SFAS 159. The Company is currently evaluating the effect SFAS 159 may have on the Company’s financial statements.
12

 
Item 2:
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
Forward-Looking Statements

When used in this filing and in future filings by First Robinson Financial Corporation (the “Company”) with the Securities and Exchange Commission, in the Company’s press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties, including but not limited to changes in economic conditions in the Company’s market area; changes in policies by regulatory agencies; changes in accounting principles, policies, or guidelines; fluctuations in interest rates; demand for loans in the Company’s market area; competition; customer growth and retention; earnings growth and expectations; new products and services; credit quality and adequacy of reserves; technology; and employees; all or some of which could cause actual results to differ materially from historical earnings and those presently anticipated or projected. References in this filing to “we”, “us” , and “our” refer to the Company and/or the Bank, as the content requires.

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and advises readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.
 
General

The Company’s principal business, through its operating subsidiary, First Robinson Savings Bank, National Association (the “Bank”), consists of accepting deposits from the general public and investing these funds primarily in loans, mortgage-backed securities and other securities. Loans consist primarily of loans secured by residential real estate located in our market area, consumer loans, commercial loans, and agricultural loans.

The Company’s results of operations are dependent primarily on net interest income, which is the difference between interest earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is a function of “interest rate spread,” which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. To a lesser extent, the results of operations are also affected by other income, and general, administrative and other expense, the provision for losses on loans and income tax expense. Other income consists primarily of service charges and gains (losses) on sales of loans. General, administrative and other expense consists primarily of salaries and employee benefits, occupancy and office expenses, advertising, data processing expenses and the costs associated with being a publicly held company.

Operations are significantly affected by prevailing economic conditions, competition and the monetary, fiscal and regulatory policies of government agencies. Lending activities are influenced by the demand for and supply of housing, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest, competing investments, account maturities and the levels of personal income and savings in the Company’s market area.

Historically, the Company’s mission has been to originate loans on a profitable basis to the communities served. In seeking to accomplish this mission, the Board of Directors and management have adopted a business strategy designed (i) to maintain the Bank's capital level in excess of regulatory requirements; (ii) to maintain asset quality, (iii) to maintain, and if possible, increase earnings; and (iv) to manage exposure to changes in interest rates.

13


FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

Overview

First Robinson Financial Corporation (the “Company”) is the holding company for First Robinson Savings Bank, National Association (the “Bank”). The Company is headquartered in Robinson, Illinois and operates three full service offices and one drive-up facility in Crawford County. The Company earned $826,000 for the first nine months of the fiscal year 2008 versus $906,000 in the same period of fiscal year 2007, a decrease of 8.8%. Earnings were positively impacted by a $225,000 increase in non-interest income offset by an increase of $314,000 in non-interest expense, and a $53,000 decrease in net interest income after provision. Basic earnings per share for the 2008 nine month fiscal period were $1.82 per share versus $1.91 per share for the same period of fiscal year 2007. Diluted earnings per share reflect the potential dilutive impact of stock options granted under the stock option plan. Diluted earnings per share for the nine months of fiscal 2008 were $1.73 per share, versus $1.83 per share for the nine months of fiscal year 2007.

Net income for the three month period ending December 31, 2007 was $261,000, versus $292,000 in the same period of 2006, a decrease of 10.6%. The decrease in earnings were a result of a $52,000 decline in net interest income after provision and an increase of $58,000 in non-interest expense, offset in part, by a $68,000 increase in non-interest income and a decrease of $11,000 in provision for income taxes. Basic earnings per share for the December 31, 2007 three month period were $0.60 per share versus $0.62 per share for the same period of 2006. Diluted earnings per share reflect the potential dilutive impact of stock options granted under the stock option plan. Diluted earnings per share for the three months ending December 31, 2007 were $0.57 per share, versus $0.59 per share for the three months ending December 31, 2006.

Business Strategy

First Robinson Savings Bank, National Association is a community-oriented, locally owned financial institution offering community-banking services to residents and businesses of Crawford County, Illinois, our primary market area. Periodically, the Board of Directors and management meet to strategically plan for the future. We review and discuss both current and new products and services to determine their effect on our profitability and customer service. We also monitor current events and economic trends in our local area that could materially impact the Bank’s earnings. At the present time, the employment market has remained stable in Crawford County and we anticipate no major events or economic trends that could negatively affect the Bank. However, in the month of October a super department store, that leases space to a commercial bank, opened in the Robinson market. The addition of a new bank in the market will increase the competition in attracting new and retaining current customers.

The strategic plan identifies the most critical issue to our success as consistent earnings. Net earnings have remained relatively consistent. A positive factor in maintaining consistent earnings is the Bank’s overall asset quality, which is strong. The Bank continues to offer fixed rate residential real estate mortgages through programs with the Federal Home Loan Bank of Chicago and USDA Rural Development. Our Internet banking service, “Netteller” is very popular and the number of customers actively using the service is increasing. It has allowed us to offer bill paying, cash management and also direct deposit and payroll services to our business customers. “Reward Checking,” which was introduced in January 2007, is continuing to increase in popularity as none of the competitors in our market offer any type of similar account. The product offers higher-than-market interest rates, which can be earned by customers if they meet specific transaction-based criteria. Our criteria promote the use of debit cards and our internet-based services and technology which in turn will decrease non-interest expenses associated with processing paper checks. We also provide investment brokerage services to our customers through PrimeVest Financial Services. The service continues to grow and is also providing non-interest income. We plan to revisit the viability of implementing an internal trust department during the fourth quarter of fiscal year 2008.

We continue to maintain a strong presence in the community and are pleased to be the only independent community bank in Robinson, Palestine and Oblong, Illinois. To visit First Robinson Savings Bank on the web go to www.frsb.net.

Asset Quality
 
Delinquencies . When a borrower fails to make a required payment on a loan, the Bank attempts to cause the delinquency to be cured by contacting the borrower. In the case of loans secured by real estate, reminder notices are sent to borrowers. If payment is late, appropriate late charges are assessed and a notice of late charges is sent to the borrower. If the loan is in excess of 60 days delinquent, the loan will generally be referred to the Bank’s legal counsel for collection.
 
14


FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

When a loan becomes more than 90 days delinquent and collection of principal and interest is considered doubtful, or is otherwise impaired, the Bank will generally place the loan on non-accrual status and previously accrued interest income on the loan is charged against current income.Delinquent consumer loans are handled in a similar manner as to those described above. The Bank’s procedures for repossession and sale of consumer collateral are subject to various requirements under applicable consumer protection laws.
 
The following table sets forth the Bank’s loan delinquencies by type, by amount and by percentage of type at December 31, 2007.

   
Loans Delinquent For:
         
   
30-89 Days (1)
 
90 Days and Over (1)
 
Nonaccrual
 
Total Delinquent Loans
 
   
Number
 
Amount
 
Percent
of Loan Category
 
Number
 
Amount
 
Percent
of Loan Category
 
Number
 
Amount
 
Percent of Loan Category
 
Number
 
Amount
 
Percent of
Loan Category
 
   
(Dollars in thousands)
 
Real Estate:
                                                 
One- to four-family
   
4
 
$
93
   
0.23
%
 
   
   
   
5
 
$
127
   
0.33
%
 
9
 
$
220
   
0.56
%
Commercial and agricultural real estate
   
1
   
2
   
0.01
   
   
   
   
1
   
227
   
1.38
   
2
   
229
   
1.39
%
Consumer and other loans
   
3
   
11
   
0.17
   
   
   
   
3
   
7
   
0.11
   
6
   
18
   
0.28
%
Commercial business and agricultural finance
   
2
   
31
   
0.27
   
   
   
   
2
   
66
   
0.56
   
4
   
97
   
0.83
%
                                                                           
Total
   
10
 
$
137
   
0.17
%
 
   
   
   
11
 
$
427
   
0.53
%
 
21
 
$
564
   
0.70
%
 

(1)
Loans are still accruing.

Non-Performing Assets . The table below sets forth the amounts and categories of non-performing assets in the Bank’s loan portfolio. Loans are placed on non-accrual status when the collection of principal and/or interest become doubtful. Foreclosed assets include assets acquired in settlement of loans.

   
December
31,
 
March
31,
 
December
31,
 
   
2007
 
2007
 
2006
 
Non-accruing loans:
             
One- to four-family  
 
$
127
 
$
119
 
$
111
 
Commercial and agricultural real estate
   
227
   
   
 
Consumer and other loans
   
7
   
4
   
31
 
Commercial business and agricultural finance
   
66
   
32
   
45
 
Total non-performing assets
 
$
427
 
$
155
 
$
187
 
Total as a percentage of total assets  
   
0.34
%
 
0.14
%
 
0.16
%
 
15

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

Gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to approximately $17,000 for the three months and $22,000 for the nine months ended December 31, 2007 and $4,000 for the three months and $12,000 for the nine months ended December 31, 2006.

Classified Assets . Federal regulations provide for the classification of loans and other assets, such as debt and equity securities, considered by the Office of the Comptroller of the Currency (“OCC”) to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full” on the basis of currently existing facts, conditions and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, who may order the establishment of additional general or specific loss allowances.

In connection with the filing of its periodic reports with the OCC and in accordance with its classification of assets policy, the Bank regularly reviews loans in its portfolio to determine whether such assets require classification in accordance with applicable regulations. On the basis of management’s review of its assets, at December 31, 2007, the Bank had classified a total of $708,000 of its assets as substandard and $146,000 as doubtful. At December 31, 2007, total classified assets comprised $854,000, or 7.6% of the Bank’s capital, and 0.7% of the Bank’s total assets.

Other Loans of Concern . As of December 31, 2007, there were $3.9 million in loans identified, but not classified, by the Bank with respect to which known information about the possible credit problems of the borrowers or the cash flows of the business have caused management to have some doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories.

Allowance for Loan Losses . The allowance for loan losses is maintained at a level which, 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 evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans and economic conditions. Allowances for impaired loans are generally determined based on collateral values. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries.

Real estate properties acquired through foreclosure are recorded at the fair market value minus 20% of the fair market value if the property is appraised at $50,000 or less. If the property is appraised at greater than $50,000, then the property is recorded at the fair market value less 10% of the market fair value. If fair value at the date of foreclosure is lower than the balance of the related loan, the difference will be charged-off to the allowance for loan losses at the time of transfer. Valuations are periodically updated by management and if the value declines, a specific provision for losses on such property is established by a charge to operations. At December 31, 2007, the Bank had no real estate properties acquired through foreclosure.

Although management believes that it uses the best information available to determine the allowance, unforeseen market conditions could result in adjustments and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. Future additions to the Bank’s allowance for loan losses will be the result of periodic loan, property and collateral reviews and thus cannot be predicted in advance. In addition, federal regulatory agencies, as an integral part of the examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to increase the allowance based upon their judgment of the information available to them at the time of their examination. At December 31, 2007, the Bank had a total allowance for loan losses of $760,000, representing 0.95% of the Bank’s loans, net. At March 31, 2007, the Bank’s total allowance for loan losses to the Bank’s loans, net was at 1.03%.
 
16


FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

The distribution of the Bank’s allowance for losses on loans at the dates indicated is summarized as follows:
 
   
December 31, 2007
 
March 31, 2007
 
   
Amount of
Loan Loss
Allowance
 
Loan
Amounts by
Category
 
Percent of
Loans in Each
Category to
Total Loans
 
Amount of
Loan Loss
Allowance
 
Loan
Amounts by
Category
 
Percent of
Loans in
Each
Category to
Total Loans
 
     
(Dollars in thousands)
 
One- to four-family
 
$
88
 
$
39,597
   
48.88
$
101
 
$
36,214
   
49.84
%
Multi-family
   
   
625
   
0.77
   
   
591
   
0.81
 
Commercial and agricultural real estate
   
395
   
16,516
   
20.39
   
346
   
14,815
   
20.39
 
Construction or development
   
12
   
2,656
   
3.28
   
8
   
2,556
   
3.52
 
Consumer and other loans
   
38
   
6,372
   
7.86
   
41
   
6,168
   
8.49
 
State and Municipal Governments
   
   
3,536
   
4.37
   
   
3,265
   
4.50
 
Commercial business and agricultural finance
   
227
   
11,706
   
14.45
   
233
   
9,048
   
12.45
 
                                       
Gross Loans
         
81,008
   
100.00
%
       
72,657
   
100.00
%
Undisbursed portion of loans
         
(673
)
             
(858
)
     
Unallocated
   
               
             
                                       
Total  
 
$
760
 
$
80,335
       
$
729
 
$
71,799
       
 
The following table sets forth an analysis of the Bank’s allowance for loan losses.
 
   
Three Months Ended
December 31,
 
Nine Months Ended
December 31,
 
   
2007
 
2006
 
2007
 
2006
 
   
(Dollars in thousands)
 
Balance at beginning of period
 
$
732
 
$
770
$
729
 
$
753
 
                           
Charge-offs:
                         
One- to four-family
   
   
28
   
4
   
35
 
Consumer and other loans
   
10
   
8
   
22
   
23
 
Total charge-offs
   
10
   
36
   
26
   
58
 
                           
Recoveries:
                         
One- to four-family
   
   
   
   
3
 
Consumer and other loans
   
5
   
6
   
13
   
12
 
Total recoveries
   
5
   
6
   
13
   
15
 
                           
Net charge-offs
   
5
   
30
   
13
   
43
 
Additions charged to operations
   
30
   
15
   
60
   
45
 
Transfer for off-balance sheet credit exposure
   
3
   
   
(16
)
 
 
Balance at end of period
 
$
760
 
$
755
 
$
760
 
$
755
 
                           
Ratio of net charge-offs during the period to average loans outstanding during the period
   
0.01
%
 
0.04
%
 
0.02
%
 
0.06
%
                           
Ratio of net charge-offs during the period to average non-performing assets
   
1.28
%
 
14.01
%
 
4.68
%
 
13.22
%
 
17

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

Results of Operations

Net Interest Income

For the three-month period ended December 31, 2007, net interest income totaled $1,037,000, a decrease of 3.4%, or $37,000, compared to the same period of 2006. The decrease in net interest income is primarily due to an increase of $7.7 million in average interest bearing liabilities compared to a $5.4 million increase in interest earning assets. For the nine-month period ended December 31, 2007, net interest income totaled $3,123,000, compared to $3,161,000 in net interest income for the nine-month period ended December 31, 2006. This $38,000, or 1.2%, decrease is the result of a 39 basis point increase in the cost of funds on interest bearing liabilities compared to only a 9 basis point increase on interest earning assets when comparing the nine-month period ending December 31, 2007 to the same period in 2006.

During the December 2007 quarter, total interest and dividend income increased $72,000, or 4.0%, to $1.9 million, versus $1.8 million during the same quarter of 2006 due to an increase in interest bearing assets which was offset by a decrease in yields. For the three-month period ended December 31, 2007, the yield on average-earning assets decreased 7 basis points to 6.56% from a yield of 6.63% for the three-month period ended December 31, 2006. During the first nine months of fiscal 2008, total interest and dividend income increased by $382,000, or 7.5%, to $5.5 million, versus $5.1 million during the first nine months of fiscal 2007. The yield on average earning assets increased by 9 basis points to 6.58% for the nine-month period ended December 31, 2007 versus 6.49% in the same period of 2006.

The average daily loan balances for the quarter ended December 31, 2007 increased $6.6 million, or 9.3%, to $77.8 million, versus $71.2 million for the same period of 2006. During the same period, loan interest income increased by $88,000, or 6.5%, to $1,448,000 versus $1,360,000 during the quarter ended December 31, 2006. The yield on loans decreased 19 basis points to 7.45% from 7.64% for the December 31, 2007 quarter compared to the December 2006 quarter. The average daily loan balances for the nine-month period ending December 31, 2007 increased 10.3% to $75.3 million, versus the average daily loan balances of $68.3 million for the same period of 2006. This increase in average loan balances contributed to an increase in loan interest income by $391,000, or 10.2%, to $4.2 million. The yield on loans, for the nine-months ended December 31, 2007, declined by 1 basis point to 7.51% from 7.52% in the same nine-month period of 2006.

The average daily securities balances, the Company’s interest-earning demand deposits and the federal funds sold balances for the third quarter of fiscal year 2008 decreased $1.2 million, or 3.3%, to $34.9 million, versus $36.1 million for the same period of fiscal year 2007. During the same period, income from these sources decreased by $11,000, or 2.6%, to $412,000 versus $423,000 during the third quarter of fiscal year 2007. The average daily balances of securities, interest-earning demand deposits and federal funds sold for the first nine months of fiscal 2008 decreased $680,000, or 1.9%, to $35.1 million, versus $35.8 million for the same period of fiscal year 2007. During the same periods, income from securities, interest-earning demand deposits and federal funds sold decreased by $3,000, or 0.2%, to $1,233,000 versus $1,236,000 during the nine months of fiscal 2007.

Dividends received from Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stocks decreased by $5,000, or 71.4%, when comparing the December 2007 quarter to the December 2006 quarter. The rate of return on the FRB stock remained steady at 6.0% for each quarter when comparing December 2007 to 2006. For the December 2007 quarter no dividends were earned on the FHLB stock as the FHLB Chicago did not pay any dividends. On September 26, 2007, the Company received a letter from the FHLB of Chicago regarding a Consent Cease and Desist Order they were issued from their regulator, the Federal Housing Finance Board. The Order prohibits the FHLB of Chicago from repurchasing or redeeming any of its capital stock without prior approval from their regulator. The Order also proposes that the declaration of a dividend by the FHLB of Chicago on its capital stock be subject to prior written approval. The Company can make no prediction as to if or when the FHLB will resume dividend payments. For the nine months ended December 2007, dividends received from FHLB and FRB stock also decreased. Income from dividends decreased by $6,000, or 27.3% from $22,000 as of December 31, 2006 to $16,000 as of December 31, 2007. The decrease is a result of no dividends being paid by the FHLB Chicago during the quarter ending December 31, 2007.

Total interest expense increased $109,000, or 15.2%, to $825,000 for the three-month period ended December 31, 2007, from $716,000 for the comparable period in 2006. The increase resulted from a 20 basis point increase in the Company's daily cost of funds to 3.37%, versus 3.17% for the same period of 2006 and the increase of $7.7 million in the average balance of interest bearing liabilities from $90.3 million at December 31, 2006 to $98.0 million at December 31, 2007. Total interest expense also increased $420,000, or 21.6%, to $2.4 million for the nine-month period ended December 31, 2007, from $1.9 million for the comparable period in 2006. The increase was primarily the result of a $6.3 million, or 7.2%, increase in the Company's average balance in interest bearing liabilities to $93.8 million at December 31, 2007 from $87.5 million as of December 31, 2006 and a 39 basis point increase in the daily cost of funds to 3.36%, versus 2.97% for the same period of 2006.
 
18

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
On an average daily basis, total interest-bearing deposits increased $8.8 million, or 12.0%, to $82.4 million for the three-month period ended December 31, 2007, versus $73.6 million in the same period in 2006. The average cost of funds increased by 46 basis points to 3.34% for the December 2007 quarter versus the December 2006 quarter at 2.88%. The average daily balance of interest-bearing deposits for the nine-month period ended December 2007 also increased by $5.9 million, or 8.0%, to $79.4 million from $73.5 million. When comparing the average cost of funds for the December 2007 nine-month period to the same period ending December 31, 2006 there was an increase of 59 basis points from 2.69% to 3.28%.

For the three-months ended December 31, 2007 versus the same period of 2006, the average daily balance of short-term borrowings and federal funds purchased decreased $1.2 million, or 7.1%, from $16.8 million to $15.6 million. In addition, the average cost of funds decreased for the December 2007 quarter by 97 basis points from 4.47% to 3.50%. The average daily balance of short-term borrowings and federal funds purchased for the nine-months ended December 31, 2007 increased by $410,000, or 2.9%, to $14.4 million from $14.0 million for the nine-month period ending December 31, 2006 while the average cost of funds decreased by 60 basis points to 3.80% from 4.40% when comparing the nine-months of fiscal year 2008 to fiscal year 2007.

Provision for Loan Losses

The provision for loan losses for the quarter ended December 31, 2007 was $30,000 compared to $15,000 for the quarter ended December 31, 2006. The loan loss provision for the nine-month period ending December 30, 2007 was $60,000 compared to $45,000 for the prior comparable period, representing a 33.3% increase. The provision for all periods reflects management's analysis of the Company's loan portfolio based on the information which was available to the Company. Management meets on a quarterly basis to review the adequacy of the allowance for loan losses based on Company guidelines. Classified loans are reviewed by the loan officers to arrive at specific reserve levels for those loans. Once the specific reserve for each loan is calculated, management calculates general reserves for each loan category based on a combination of loss history adjusted for current national and local economic conditions, trends in delinquencies and charge-offs, trends in volume and term of loans, changes in underwriting standards, and industry conditions. While the Company cannot assure that future chargeoffs and/or provisions will not be necessary, the Company's management believes that, as of December 31, 2007, its allowance for loan losses was adequate.
 
19

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
Non-interest Income

Non-interest income categories for the three and nine-month periods ended December 31, 2007 and 2006 are shown in the following table:

   
Three Months Ended
 
   
December 31,
 
   
2007
 
200 6
 
% Change
 
   
(In thousands)
 
Non-interest income:
                   
Charges and fees on deposit accounts
 
$
226
 
$
221
   
2.3
%
Charges and other fees on loans
   
34
   
7
   
385.7
 
Net gain on sale of loans
   
37
   
26
   
42.3
 
Other
   
97
   
72
   
34.7
 
                     
Total Non-Interest Income
 
$
394
 
$
326
   
20.9
%
 
   
Nine Months Ended
 
   
December 31,
 
     
2007
   
2006
   
% Change
 
   
(In thousands)
 
Non-interest income:
                   
Charges and fees on deposit accounts
 
$
688
 
$
640
   
7.5
%
Charges and other fees on loans
   
91
   
20
   
355.0
 
Net gain on sale of loans
   
92
   
73
   
26.0
 
Net gain on sale of foreclosed property
   
3
   
   
 
Other
   
298
   
214
   
39.3
 
                     
Total Non-Interest Income
 
$
1,172
 
$
947
   
23.8
%

Charges and fees on deposit accounts increased $5,000 for the three-month and $48,000 for the nine-month periods ended December 31, 2007 versus the same periods in 2006. This increase is primarily from overdraft and insufficient funds fees. Charges and other fees on loans increased in both the three and nine-month periods ending December 31, 2007, by $27,000 and $71,000, respectivley, when compared to the same periods in 2006 due to an increase in the commissions received on the sale of credit life and accident and health insurance.

The increase of $11,000 for the quarter ended December 31, 2007 and $19,000 for the nine-months ended December 31, 2007, in gains on the sale of loans, resulted primarily from an increase in the amount of loans sold when comparing 2007 to 2006. For the three-months ended December 31, 2007, the Company sold $2.3 million in mortgage loans versus $1.3 million in the comparable period of 2006. The Company sold $2.4 million, or 68.3%, more in loans for the nine-month period ending Decmeber 31, 2007 when compared to the same period in 2006.

Other income consists of normal recurring fee income such as commissions from PrimeVest Investment Services, our investment brokerage service, the cash value of life insurance, ATM/Debit card interchange income and fees, and safe deposit box rent, as well as other income that management classifies as non-recurring. Other income increased $25,000 and $84,000, respectively, in the three and nine-month periods ended December 31, 2007 versus the same period of 2006. The primary driver behind the increases in the three and nine-month periods can be attributed to the increase in commission received from the sale of annuities and other investments by our PrimeVest bokerage service.
 
20

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
Non-interest Expense

Non-interest expense categories for the three and nine-month periods ended December 31, 2007, and 2006 are shown in the following table:

   
Three Months Ended
 
   
December 31,
 
   
2007
 
2006
 
% Change
 
   
(In thousands)
 
Non-interest expense:
             
Compensation and employee benefits
 
$
537
 
$
529
   
1.5
%
Occupancy and equipment
   
157
   
138
   
13.8
 
Data processing
   
59
   
64
   
(7.8
)
Audit, legal and other professional
   
51
   
37
   
37.8
 
Advertising
   
26
   
32
   
(18.8
)
Telephone and postage
   
24
   
23
   
4.3
 
Other
   
153
   
126
   
21.4
 
                     
Total Non-Interest Expense
 
$
1,007
 
$
949
   
6.1
%
 
   
Nine Months Ended
 
   
December 31,
 
   
2007
 
2006
 
% Change
 
   
(In thousands)
 
Non-interest expense:
             
Compensation and employee benefits
 
$
1,637
 
$
1,474
   
11.1
%
Occupancy and equipment
   
461
   
404
   
14.1
 
Foreclosed property expense
   
2
   
1
   
100.0
 
Data processing
   
161
   
161
   
 
Audit, legal and other professional
   
141
   
106
   
33.0
 
Advertising
   
89
   
91
   
(2.2
)
Telephone and postage
   
71
   
69
   
2.9
 
Net loss on sale of foreclosed property
   
   
2
   
(100.0
)
Net loss on disposal of fixed assets
   
4
   
   
 
Other
   
450
   
394
   
14.2
 
                     
Total Non-Interest Expense
 
$
3,016
 
$
2,702
   
11.6
%
 
Compensation and employee benefits increased by $8,000 when comparing the December 2007 and 2006 quarters primarily due to a $49,000 increase in salaries and a $34,000 increase in contributions to the 401(k) plan offset by a $31,000 decrease relating to the Employee Stock Ownership Plan (“ESOP”), a $31,000 decrease in options exercised and a $20,000 decrease in expense relating to the director retirement plan. When comparing the nine months ended December 31, 2007 to the same period in 2006, there was a $163,000 increase in compensation and employee benefits. The largest contributing factors were a $124,000, or 12.0%, increase in salaries, a $27,000 increase in expense related to options exercised, and a $100,000 increase in contributions to the 401(k) plan. These increases are offset, in part, by a $99,000 decrease in expense related to the ESOP. As all shares are now allocated, the expense related to the ESOP should be minimal in the future. The increase in salaries can be attributed to an increase in miscellaneous raises and a 35% increase in the base pay of the PrimeVest representative.
 
21

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation

Occupancy and equipment expense increased by $19,000 for the three-month period ending December 31, 2007 compared to December 31, 2006 and increased by $57,000 when comparing the nine-month periods ending December 31, 2007 to December 31, 2006. The largest contributing factor to the increase in occupancy and equipment expense is an increase in depreciation expense of $6,000 for the three-month period and $28,000 for the nine-month period.

Audit, legal and other professional fees increased primarily due to an increase in audit expense of $14,000 for the three-month period and $37,000 for the nine-month period. The previous three year engagement with the auditors expired and a new engagement letter was negotiated with a 28.2% annual increase plus charges for travel and other items not covered under the engagement.

Other expense includes miscellaneous operating expenses such as office supplies, ATM/Debit card interchange fees, check processing fees, loan expenses, federal deposit insurance premiums and assessments by the bank regulators among others. When comparing the December 31, 2007 quarter to the December 31, 2006 quarter, the increase of $27,000 in other expenses can be attributed, in part, to increases in expenses related to check processing costs, business entertainment expense and expenses associated with the new checking program, Reward Checking. The increase of $56,000 in other expenses in the nine-month period ending December 31, 2007 versus the same period in 2006 is, in part, the result of increases in expenses associated with the new checking program, Reward Checking, check processing costs, bounce protection program expenses and business entertainment expense.

Income Tax Expense

Income tax expense decreased $11,000, or 7.6%, for the three-month ending December 31, 2007, compared to the same period in 2006. Income tax expense for the nine-moth period decreased $62,000, or 13.6%, compared to the same period of 2006. Both decreases were attributed in part to decreased profitability. The combined state and federal income tax expense as a percentage of income before income tax expense increased to 33.8% during the three-month period of 2007 compared to 33.0% during the same period in 2006. It decreased to 32.2% for the nine-months ended December 31, 2007 compared to 33.4% for the nine-month period ending December 31, 2006.
 
Financial Condition

Total assets of the Company increased by $15.1 million, or 13.5%, to $127.4 million at December 31, 2007 from $112.3 million at March 31, 2007. The increase in assets was primarily due to an increase of $8.5 million, or 12.0%, in loans, net, and an increase of $8.4 million, or 208.1%, in cash and cash equivalents offset, in part, by a $1.6 million, or 5.3%, decrease in available for sale securities.

The total increase in cash and cash equivalents was derived substantially from federal funds sold increasing by $6.7 million, or 600.3%, to $7.8 million at December 31, 2007 from $1.1 million at March 31, 2007. This increase was primarily funded from increases in deposits and other borrowings.

Available-for-sale investment securities amounted to $29.5 million at December 31, 2007 compared to $31.1 million at March 31, 2007, a $1.6 million decrease. The decrease resulted from $3.8 million in repayments on mortgage-backed securities and the calling of $300,000 in municipals bonds partially offset by the purchase of $2.1 million in mortgage-backed securities, amortization of $31,000 of premiums and discounts on investments, and the $309,000 increase in the market valuation of the available-for-sale portfolio. The investment portfolio is managed to limit the Company's exposure to risk by investing primarily in mortgage-backed securities and other securities which are either directly or indirectly backed by the federal government or a local municipal government.

The Company's net loan portfolio increased by $8.5 million to $79.6 million at December 31, 2007 from $71.1 million at March 31, 2007. Gross loans increased by $8.4 million while undisbursed loan proceeds of closed–end lines of credit decreased by $185,000 and the allowance for loan losses increased by $31,000. Balances in all catagories of loans increased. Loans on one to four-family real estate increased by $3.4 million, or 9.3%; commercial business and agricultural finance loans increased $2.7 million, or 29.4%; commercial nonresidential real estate and farmland loans increased $1.7 million, or 11.5%; consumer and other loans increased $204,000, or 3.3%; construction and development loans increased $100,000, or 4.0%; loans to state and municpal governments increased $271,000, or 8.3%, and loans on multi-family properties increased $34,000, or 5.8%.
 
22

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
At December 31, 2007 the allowance for loan losses was $760,000, or 0.95%, of the net loan portfolio, which increased $31,000 from the allowance for loan losses at March 31, 2007 at $729,000, or 1.03%, of the net loan portfolio. During the first nine-months of fiscal 2008, the Company charged off $26,000 of loan losses, $22,000 of which were in consumer and other loans, and $4,000 pertained to one loan secured by a 1-4 family residential property. The chargeoffs of $22,000 were partially offset by $13,000 in recoveries, all in consumer and other loans. Management reviews the adequacy of the allowance for loan losses quarterly, and believes that its allowance is adequate; however, the Company cannot assure that future chargeoffs and/or provisions will not be necessary. See “Asset Quality” for further information on delinquencies.

The Company had no real estate properties held for sale as of December 31, 2007 nor March 31, 2007. Foreclosed assets are carried at lower of cost or net realizable value.

Total deposits increased by $9.3 million, or 10.7%, to $96.0 million at December 31, 2007 from $86.8 million at March 31, 2007. The increase in total deposits was due to an increase of $5.5 million in savings, NOW, and money market accounts, an increase of $4.7 million in certificates of deposit offset by a decrease of $1.0 million in non-interest bearing demand deposits. The growth in certificates of deposit can be linked to two new types of certificates being offered, one for 27 months and one for 54 months. The customer has one opportunity to adjust the rate being paid on their certificate during the term of the certificate to the current rate being offered. The increase in savings, NOW, and money markets can be primarily attributed to the popularity of the Company’s new checking account product “Reward Checking”. See “Business Strategy” for further information on “Reward Checking”.
 
Other borrowings consisting entirely of repurchase agreements, increased $6.1 million, or 50.8% from $12.1 million at March 31, 2007 to $18.2 million at December 31, 2007. The obligations are secured by mortgage-backed securities and US Government agency obligations held in safekeeping at Independent Bankers Bank in Springfield, Illinois. At December 31, 2007, the average rate on the repurchase agreements was 3.14% compared to 4.34% at March 31, 2007. The rate on approximately $16.6 million of the repurchase agreements reprice daily. These agreements mature periodically within 24 months.

Advances from borrowers for taxes and insurance decreased by $48,000 from $129,000 at March 31, 2007 to $81,000 at December 31, 2007. Accrued income taxes payable increased $54,000. Accrued interest payable increased by $36,000 due to the rise in the outstanding balances of deposit accounts.

Stockholders' equity at December 31, 2007 was $11.6 million compared to $11.9 million at March 31, 2007, a decrease of $332,000, or 2.8%. Factors relating to the reduction in stockholders’ equity are the repurchase of shares of First Robinson Financial stock in the amount of $1.2 million offset, by the issuance of $68,000 in shares due to the exercise of stock options. These decreases were offset, in part, by the increase of $510,000 in retained earnings relating to the addition of $826,000 in net income, offset by $316,000 in dividends declared and paid, an increase in additional paid-in-capital of $62,000 relating to the options exercised during the period and the increase of $193,000 in accumulated other comprehensive income due to the increase in the fair value of securities available for sale.

Off-Balance Sheet Arrangements

The Company has entered into performance standby and financial standby letters of credit with various local commercial businesses in the aggregate amount of $356,000. The letters of credit are collateralized and underwritten, as currently required by loan policy, in the same manner as any commercial loan. The advancement of any funds on these letters of credit is not anticipated.
 
Liquidity and Capital Resources

The Company’s principal sources of funds are deposits and principal and interest payments collected on loans, investments and related securities. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition.
 
23

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
Liquidity resources are used principally to meet outstanding commitments on loans, to fund maturing certificates of deposit and deposit withdrawals and to meet operating expenses. The Company anticipates no foreseeable problems in meeting current loan commitments . At December 31, 2007, outstanding commitments to extend credit, amounted to $14.1 million (including $7.2 million, in available revolving commercial and agricultural lines of credit).   Management believes that loan repayments and other sources of funds will be adequate to meet any foreseeable liquidity needs.

The Company maintains a $26.0 million line of credit with the FHLB, which can be accessed immediately. The Company regularly uses FHLB Letters of Credit as security for public unit deposits. The available line of credit with the FHLB is reduced by the amount of these letters of credit. As of December 31, 2007, $5.9 million in FHLB letters of credit were pledged. The available line of credit with the FHLB is also reduced by $1.4 million for the credit enhancement reserve established as a result of the participation in the FHLB Mortgage Partnership Finance (“MPF”) program. The Company also maintains a $5.0 million revolving line of credit and a $600,000 revolving line of credit with Independent Banker’s Bank located in Springfield, Illinois. The Company has also established borrowing capabilities at the discount window with the Federal Reserve Bank of St. Louis.  

Liquidity management is both a daily and long-term responsibility of management. We adjust our investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-bearing investments and (iv) the objectives of its asset/liability management program. Excess liquidity generally is invested in interest-earning overnight deposits and other short-term government and agency obligations.

The Company and the Bank are subject to capital requirements of the federal bank regulatory agencies which require the Bank to maintain minimum ratios of Tier I capital to total risk-weighted assets and total capital to risk-weighted assets of 4% and 8% respectively. Tier I capital consists of total stockholders’ equity calculated in accordance with generally accepted accounting principals less intangible assets, and total capital is comprised of Tier I capital plus certain adjustments, the only one of which is applicable to the Bank is the allowance for loan losses. Risk-weighted assets refer to the on- and off-balance sheet exposures of the Bank adjusted for relative risk levels using formulas set forth by OCC regulations. The Bank is also subject to an OCC leverage capital requirement, which calls for a minimum ratio of Tier I capital to quarterly average total assets of 3% to 5%, depending on the institution’s composite ratings as determined by its regulators. Both the Bank and the Company are considered well-capitalized under federal regulations.
 
24

 
FIRST ROBINSON FINANCIAL CORPORATION
Management’s Discussion and Analysis or Plan of Operation
 
Regulatory Capital

At December 31, 2007, the Bank was in compliance with all of the aforementioned capital requirements as summarized below:

   
December 31, 2007
 
   
(In thousands)
 
Tier I Capital:
     
Common stockholders’ equity
 
$
11,274
 
Unrealized loss (gain) on securities available for sale
   
6
 
Less disallowed intangible assets
   
(18
)
         
Total Tier I Capital
   
11,262
 
         
Tier II Capital:
       
Total Tier I Capital
   
11,262
 
Qualifying allowance for loan losses and off-balance sheet credit exposure
   
776
 
         
Total Risk-Based Capital
   
12,038
 
         
Risk-weighted assets
   
76,566
 
Quarter average assets
   
121,999
 
 
                   
To be Well Capitalized
 
                   
Under the Prompt
 
           
For Capital
 
Corrective Action
 
   
Actual
 
Adequacy Purposes
 
Provisions
 
   
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
As of December 31, 2007:
                         
Total Risk-Based Capital
                         
(to Risk-Weighted Assets)
 
$
12,038
   
15.72
%
$
6,125
   
8.00
%
$
7,657
   
10.00
%
Tier I Capital
                                     
(to Risk-Weighted Assets)
   
11,262
   
14.71
   
3,063
   
4.00
   
4,594
   
6.00
 
Tier I Capital
                                     
(to Average Assets)
   
11,262
   
9.23
   
4,880
   
4.00
   
6,100
   
5.00
 

At the time of the conversion of the Bank to a stock organization, a special liquidation account was established for the benefit of eligible account holders and the supplemental account holders in an amount equal to the net worth of the Bank. This special liquidation account will be maintained for the benefit of eligible account holders and the supplemental account holders who continue to maintain their accounts in the Bank after June 27, 1997. In the unlikely event of a complete liquidation, each eligible and the supplemental eligible account holders will be entitled to receive a liquidation distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. The Bank may not declare or pay cash dividends on or repurchase any of its common stock if stockholders’ equity would be reduced below applicable regulatory capital requirements or below the special liquidation account.
 
25

 
FIRST ROBINSON FINANCIAL CORPORATION
 
Item: 3  Controls and Procedures

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
 
Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2007, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.
 
Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and annually report on their systems of internal control over financial reporting. The Company will begin the process of evaluating, documenting and testing their system of internal control over financial reporting to provide the basis for its report that is anticipated, for the first time, will be a required part of our annual report on Form 10-KSB for the fiscal year ending March 31, 2008. Due to the ongoing evaluation and testing of our internal controls, there can be no assurance that if any control deficiencies are identified they will be corrected before the end of the 2008 fiscal year, or that there may not be significant deficiencies or material weaknesses that would be required to be reported. In addition, the Company expects the evaluation process and any required remediation, if applicable, to increase accounting, legal and other costs and divert management resources from core business operations.
 
26

 
PART II OTHER INFORMATION

Item 1.
Legal Proceedings

None

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table provides information about purchases by the Company for the quarter ended December 31, 2007 regarding the Company’s common stock.

PURCHASES OF EQUITY SECURITIES BY COMPANY (1)

Period
 
Total Number of
Shares
Purchased
 
Average Price Paid
per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or Programs
 
10/1/2007 –
10/31/2007
   
739
   
$
33.75
     
739
 
14,561
11/1/2007 –
11/31/2007
   
2,989
   
33.65
   
2,989
 
11,572
12/1/2007–
12/30/2007
   
   
   
 
11,572
Total
   
3,728
 
$
33.67
   
3,728
 
11,572

(1) On January 16, 2007, the Board of Directors of First Robinson Financial Corporation approved a repurchase program of its equity stock. The announcement of the program was filed purusant to Form 8-K. Under the program, the Company was authorized to repurchase up to 25,000 shares of the Company’s common stock from time to time, in the open market, when deemed appropriate by management. The program approved January 16, 2007 expired with the completion of the purchase of all 25,000 shares on September 14, 2007. On September 18, 2007, the Board of Directors of First Robinson Financial Corporation approved another repurchase program of its equity stock. The Company may repurchase up to 25,000 shares of the Company’s outstanding common stock from time to time, in the open market, when deemed appropriate by management. The Program, approved September 18, 2007, will expire the earlier of the completion of the repurchase of the 25,000 shares or September 17, 2008. A total of 14,028 shares have been repurchased in the open market as of February 1, 2008.

Item 3.
Defaults Upon Senior Executives  
 
None
 
Item 4.
Submission of Matters to a Vote of Security Holders
 
None
 
Item 5.
Other Information
 
None
 
Item 6.
Exhibits

 
1.
Exhibit 31: Section 302 Certifications

 
2.
Exhibit 32: Section 906 Certification
 
27

 
SIGNATURES

Pursuant to the requirements of   the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
FIRST ROBINSON FINANCIAL
 
CORPORATION
   
Date: February 13, 2008
 /s/ Rick L. Catt
 
Rick L. Catt
 
President and Chief Executive Officer
   
Date: February 13, 2008
/s/ Jamie E. McReynolds
 
Jamie E. McReynolds
 
Chief   Financial Officer and Vice President
 
28

 
EXHIBIT INDEX
 
Exhibit No.
   
     
31.1
 
Certification by the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification by the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32
 
Certifications of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
29

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