Attached files
file | filename |
---|---|
10-K - FIRST ROBINSON FINANCIAL CORP | v189014_10k.htm |
EX-21 - FIRST ROBINSON FINANCIAL CORP | v189014_ex21.htm |
EX-31.2 - FIRST ROBINSON FINANCIAL CORP | v189014_ex31-2.htm |
EX-31.1 - FIRST ROBINSON FINANCIAL CORP | v189014_ex31-1.htm |
EX-32.1 - FIRST ROBINSON FINANCIAL CORP | v189014_ex32-1.htm |
EXHIBIT
13
ANNUAL
REPORT TO STOCKHOLDERS
2010
ANNUAL REPORT
FIRST
ROBINSON FINANCIAL CORPORATION
TABLE OF
CONTENTS
Page No.
|
|
President’s
Message
|
1
|
Selected
Consolidated Financial Information
|
3
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
5
|
Report
of Independent Registered Public Accounting Firm
|
23
|
Consolidated
Financial Statements
|
24
|
Notes
to Consolidated Financial Statements
|
29
|
Stockholder
Information
|
62
|
Corporate
Information
|
64
|
i
FIRST ROBINSON FINANCIAL
CORPORATION
Dear
Fellow Stockholder,
The Board of Directors and management
would like to share with you the Annual Report of First Robinson Financial
Corporation (the “Company”) for our fiscal year ended March 31,
2010. During the past twelve months the banking industry has suffered
through one of its most difficult years. Questionable practices on
Wall Street, foreclosures, unemployment, and bank closures all contributed to a
nationwide recession. These events had an impact on us as
well. The FDIC, responding to increased bank failures, increased our
insurance premiums by over $200,000. We also participated in a loan
to and had an equity investment in a bankers’ bank that failed causing an
increase in our provision for loan and lease losses of approximately $1.1
million and a $197,000 loss on our equity investment. These combined
to negatively impact our earnings by over $1.5 million, resulting in a $30,000
loss for our Company.
Despite
the loss, we saw significant core deposit and loan growth and the stock price
consistently traded from $29.00 to $36.00 per share. Growth in
checking and savings accounts exceeded $12 million during the past fiscal year
while we experienced a $13.7 million growth in loans. We believe the
growth in core deposits is a reflection of customer confidence and preference
for a community bank staffed by people they know. The quality of our
loan portfolio continues to be a source of strength as we maintain asset quality
ratios well above peer group numbers. Our new trust department and new branch
office in Vincennes, Indiana have both performed very well in their first full
year of operation. Although both were unprofitable during this past
fiscal year, as expected, we believe both are positioned to help us increase our
earnings in the future. Our net interest margin has increased
slightly during the past three quarters, a trend we believe will
continue. Management has implemented several cost cutting measures to
reduce non-interest expense while also exploring methods to maintain or increase
non-interest income. Perhaps most importantly, both our Company and First
Robinson Savings Bank, N.A. (the “Bank”) continue to enjoy acceptable levels of
capital as stockholders’ equity remains well above the “well-capitalized” level,
the highest level under banking regulations. Further, we anticipate
that our quarter ended June 30, 2010, the first quarter of our new fiscal year,
will be profitable.
In recognition of the Company’s
strength, the Board of Directors was pleased to increase our dividends paid to
stockholders of record as of June 2, 2010, by 6.3%, from $0.80 per share paid in
June 2009, to a record $0.85 per share. The Company continues to
support a stock repurchase plan that allows it, within limitations, to
repurchase our outstanding shares. The primary focus of our employees,
management and the Board of Directors is to increase the value of our Company,
while providing outstanding customer service and quality banking products to our
customers.
As you
can see, we have had a stressful and challenging year, however we are convinced
we will overcome the obstacles created from the nation’s financial crisis.
Unlike many banks in the United States, your Company is healthy and poised for a
prosperous new fiscal year. Our bank has been serving this community
since 1883 and will continue to do so. I would encourage you to read
the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section herein for more detailed financial information.
In
closing, we believe we are unmatched in supporting our communities with not only
monetary donations, but just as importantly, hours upon hours of volunteer
service. We thank you for your patronage and support. This IS your
Company and we want you to have confidence and pride in it; therefore we would
encourage your questions, suggestions, and, of course, your continued patronage
and support.
Sincerely,
|
|
Rick
L. Catt, President/CEO
|
1
Overview
of the Company
First Robinson Financial Corporation
(the “Company”) is a bank holding company that was chartered under the laws of
the State of Delaware in March 1997. Its primary business is the
ownership of First Robinson Savings Bank, National Association (the “Bank”), a
national bank that was also chartered in 1997 and whose predecessor was First
Robinson Savings & Loan which had been serving the financial needs of
Crawford County since 1883. The Company is headquartered in Robinson,
Illinois and currently operates three full service offices and one drive-up
facility in Crawford County, Illinois and one full service office in Vincennes,
Indiana. The branch in Vincennes goes by the popular name of First
Vincennes Savings Bank.
We are a
community-oriented financial institution whose primary business consists of
accepting deposits from the general public in our market area, Crawford County
and contiguous counties in Illinois and Knox County and contiguous counties in
Indiana, and investing these funds primarily in loans, mortgage-backed
securities and other securities, issued by U.S. Government sponsored
enterprises, and bonds issued by states and political subdivisions. Loans
consist primarily of loans secured by residential real estate located in the
Company’s market areas, non-residential and agriculture real estate loans,
consumer loans, loans to municipalities, commercial loans, and agricultural
loans. In an effort to meet the financial needs of our market area,
the Bank also provides Trust services and investment services through PrimeVest
Financial Services.
The
Company’s primary sources of funds are deposits, proceeds from the sale of
mortgage loans, repayments and prepayments of loans and mortgage-backed
securities, and the sale, call or maturity of investment securities. Although
maturity and scheduled amortization of loans are relatively predictable sources
of funds, deposit flows and prepayments on loans and mortgage-backed securities
are influenced significantly by general interest rates, economic conditions and
competition.
The
Company’s results of operations depend primarily on net interest income, which
is the difference between interest earned on our loan and investment portfolios
and the interest paid on deposits or other borrowings. 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 non-interest income, non-interest
expense, the provision for losses on loans and income tax expense. Non-interest
income consists primarily of service charges and gains on sales of loans. The
Company’s non-interest 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. The demand
for and supply of housing, competition among lenders, the level of interest
rates and the availability of funds influence lending activities. 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.
2
SELECTED
CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected
consolidated financial data of First Robinson Financial Corporation (the
“Company”) and its subsidiary First Robinson Savings Bank, National Association
(the “Bank”) at and for the periods indicated. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been included. The
consolidated financial data is derived in part from, and should be read in
conjunction with, the Financial Statements and Notes thereto presented elsewhere
in this Annual Report.
At March 31,
|
||||||||
2010
|
2009
|
|||||||
(in thousands)
|
||||||||
Selected Financial
Condition Data:
|
||||||||
Total
assets
|
$ | 182,989 | $ | 164,419 | ||||
Loans,
held for sale
|
88 | 392 | ||||||
Loans
receivable, net
|
100,063 | 86,365 | ||||||
Mortgage-backed
securities
|
36,472 | 40,901 | ||||||
Interest
bearing deposits
|
3,475 | 713 | ||||||
Federal
funds sold
|
7,852 | 7,572 | ||||||
Investment
securities
|
18,927 | 15,024 | ||||||
Deposits
|
149,312 | 140,088 | ||||||
Total
borrowings
|
17,621 | 9,914 | ||||||
Stockholders’
equity
|
12,045 | 12,307 |
Year Ended at March 31,
|
||||||||
2010
|
2009
|
|||||||
(in thousands)
|
||||||||
Selected Operations
Data:
|
||||||||
Total
interest income
|
$ | 7,802 | $ | 7,605 | ||||
Total
interest expense
|
(3,231 | ) | (3,132 | ) | ||||
Net
interest income
|
4,571 | 4,473 | ||||||
Provision
for loan losses
|
(1,297 | ) | (220 | ) | ||||
Net
interest income after provision for loan losses
|
3,274 | 4,253 | ||||||
Fees
and service charges
|
968 | 871 | ||||||
Net
gain on sales of loans
|
343 | 231 | ||||||
Other
non-interest income
|
922 | 606 | ||||||
Total
non-interest income
|
2,233 | 1,708 | ||||||
Total
non-interest expense
|
(5,659 | ) | (4,879 | ) | ||||
Income
(loss) before taxes
|
(152 | ) | 1,082 | |||||
Income
tax provision (benefit)
|
(122 | ) | 291 | |||||
Net
income (loss)
|
$ | (30 | ) | $ | 791 |
3
Year Ended at March 31,
|
||||||||
2010
|
2009
|
|||||||
(in thousands)
|
||||||||
Selected Financial And
Other Data:
|
||||||||
Performance
Ratios:
|
||||||||
Return
on assets (ratio of net income to average total assets)
|
(0.02 | )% | 0.55 | % | ||||
Return
on stockholders’ equity (ratio of net income to average
equity)
|
(0.24 | ) | 6.69 | |||||
Interest
rate spread information:
|
||||||||
Average
during period
|
2.70 | 3.04 | ||||||
End
of period
|
2.59 | 2.76 | ||||||
Net
interest margin(1)
|
2.85 | 3.35 | ||||||
Ratio
of non-interest expense to average total assets
|
3.22 | 3.38 | ||||||
Ratio
of average interest-earning assets to average interest-bearing
liabilities
|
107.66 | 113.21 | ||||||
Quality
Ratios:
|
||||||||
Non-performing
assets to total assets at end of period
|
0.10 | 0.17 | ||||||
Allowance
for loan losses to non-performing loans
|
720.77 | 331.36 | ||||||
Allowance
for loan losses to loans receivable, net
|
0.97 | 0.90 | ||||||
Capital
Ratios:
|
||||||||
Stockholders’
equity to total assets at end of period
|
6.58 | 7.48 | ||||||
Average
stockholders’ equity to average assets
|
6.88 | 8.19 | ||||||
Other
Data:
|
||||||||
Number
of full-service offices
|
4 | 4 | ||||||
Number
of full-time employees
|
55 | 52 | ||||||
Number
of deposit accounts
|
13,303 | 12,640 | ||||||
Number
of loan accounts
|
3,606 | 3,020 |
(1)
|
Net
interest income divided by average interest-earning
assets.
|
4
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
Management’s discussion and analysis of
financial condition and results of operations is intended to assist in
understanding our financial condition and results of operations. This
information contained in this section should be read in conjunction with our
consolidated financial statements and accompanying notes.
Forward-Looking
Statements
This
document, including information incorporated by reference, contains
“forward-looking statements” (as that term is defined in the Private Securities
Litigation Reform Act of 1995). These forward-looking statements may be
identified by the use of such words as: “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate”, or words of similar meaning, or future or
conditional verbs such as “will,” “would,” “should,” “could,” or
“may.”
Examples
of forward-looking statements include, but are not limited to, estimates or
projections with respect to our future financial condition, results of
operations or business, such as:
|
•
|
projections
of revenues, income, earnings per share, capital expenditures, assets,
liabilities, dividends, capital structure, or other financial
items;
|
|
•
|
descriptions
of plans or objectives of management for future operations, products, or
services, including pending acquisition
transactions;
|
|
•
|
forecasts
of future economic performance; and
|
|
•
|
descriptions
of assumptions underlying or relating to any of the
foregoing.
|
By
their nature, forward-looking statements are subject to risks and uncertainties.
There are a number of factors, many of which are beyond our control, that could
cause actual conditions, events, or results to differ significantly from those
described in the forward-looking statements.
Factors
which could cause or contribute to such differences include but are not limited
to:
|
•
|
general
business and economic conditions on both a regional and national
level;
|
|
•
|
worldwide
political and social unrest, including acts of war and
terrorism;
|
|
•
|
increased
competition in the products and services we offer and the markets in which
we conduct our business;
|
|
•
|
the
interest rate environment;
|
|
•
|
fluctuations
in the capital markets, which may directly or indirectly affect our asset
portfolio;
|
|
•
|
legislative
or regulatory developments, including changes in laws concerning taxes,
banking, securities, insurance and other aspects of the financial services
industry;
|
5
|
•
|
technological
changes, including the impact of the
Internet;
|
|
•
|
monetary
and fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve
Board;
|
|
•
|
accounting
principles, policies, practices or
guidelines.
|
|
•
|
deposit
attrition, operating costs, customer loss and business disruption greater
than the Company expects;
|
|
•
|
the
occurrence of any event, change or other circumstance that could result in
the Company’s failure to develop and implement successful capital raising
and debt restructuring plans.
|
Any
forward-looking statements made in this report or incorporated by reference in
this report are made as of the date of this report, and, except as required by
applicable law, we assume no obligation to update the forward-looking statements
or to update the reasons why actual results could differ from those projected in
the forward-looking statements. You should consider these risks and
uncertainties in evaluating forward-looking statements and you should not place undue
reliance on these statements. We decline any obligation to publicly
announce future events or developments that may affect the forward-looking
statements herein.
Business
Strategy
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. Staying abreast of technology and offering
products and services that appeal to the younger generation, such as internet
banking, the ability to open accounts online, and a social networking site are
important parts of our strategic plan. We also monitor current events and
economic trends in our local area that could materially impact the Bank’s
earnings.
The
Company’s business consists of attracting deposits from the general public and
using those deposits to originate loans on a profitable basis to the communities
served. In seeking to accomplish this, 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 increase earnings; and (iv) to manage exposure to changes in interest
rates. Being successful in the above will aid in the increase of
shareholder value.
The Bank
is maintaining its capital level well above regulatory requirements. The Bank’s
Tier 1 capital to average assets as of March 31, 2010 was 7.2%. The
main factor contributing to the lower ratio is our robust growth in
assets. Assets increased by $18.6 million, or 11.3%, from March 31,
2009 to March 31, 2010. In an effort to stem the decrease in
the capital ratio, the Board and management will work toward slowing the
increase in asset growth.
6
Another
factor in reversing the decrease in the capital to asset ratio is consistent
earnings. Historically, net earnings had remained relatively
consistent. However, for the fiscal year ending March 31, 2010, the Company
sustained a net loss of $30,000. The current economic recession had a
severe impact on the banking industry which caused increased bank failures
nationwide. The Company participated in a loan to a bank holding
company whose subsidiary, a bankers’ bank, was placed into receivership by the
FDIC. Due to the failure of the bankers’ bank, the Company had a net
charge off of $972,000 for the participated loan and a loss of $197,000 on an
equity security of the failed bankers’ bank holding
company. Additionally, due to the increased amount of nationwide bank
failures, the FDIC implemented increased costs for deposit insurance coverage
for all FDIC member banks. The Company had an increase of $212,000,
or 290.4%, in FDIC insurance coverage expense for the fiscal year when comparing
March 31, 2010 to the same period of 2009. Had the Company not
experienced the charge-off and the loss on the equity security, net operating
income before tax would have been approximately $1.0 million.
Overall,
the Company’s asset quality is strong. One key to maintaining
strong asset quality is the Company’s loan policy which has specific
underwriting standards, and documentation, borrower information verification and
credit administration requirements. The loan policy has also been
expanded to include specific processes to use in dealing with problem
loans. The Company’s loans past due 30 days or more plus non-accruals
to loans receivable, net at March 31, 2010 and 2009 was 0.32% compared to peer
of 3.61% and 0.40% compared to peer of 3.29%, respectively. The peer group
consists of insured commercial banks having assets between $100 million and $300
million, with 3 or more full service banking offices not located in a
metropolitan area. The strategic plan emphasizes residential one to-four family
loans, which comprises approximately 45.0% of loans receivable. We offer both
adjustable and fixed rate one to-four family loans and hold the adjustable loans
for investment and when prudent may retain some of the fixed rate loans if they
fit within our policy targets for rate sensitivity. The
majority of the fixed rate loans are sold into the secondary market through
programs with the Federal Home Loan Bank of Chicago (“FHLB”). During
the fiscal year ending March 31, 2010, we originated to be sold $27.6 million in
fixed rate loans to the FHLB compared to $19.6 million in fixed rate loans sold
in the fiscal year ending March 31, 2009. The increase in sales
resulted in an increase of $112,000, or 48.5%, in gains on loans sold when
comparing the periods ended March 31, 2010 and 2009.
The
nationwide mortgage crisis had minimal, if any, impact on the Company as we do
not offer a subprime mortgage product. The mortgage-backed
securities, residential, held in our investment portfolio have all been issued
by the U.S. Government or U.S. Government sponsored enterprises. Our local real
estate market did not realize the significant growth in market values over the
past decade as experienced nationally in larger metropolitan
areas. Therefore we have not seen a material decline in housing
prices. Our asset quality is very strong and our loan losses have been
minimal, with the exception of the one charged off loan to a bank holding
company discussed above. Management is committed to continuing this
trend with our conservative loan policies and underwriting. We
continue to service our existing borrowers and originate new loans to credit
worthy borrowers in an effort to meet the credit needs of our
community.
The Bank
also intends to stay focused on technology and customer use of our internet
banking products is on the increase. A deposit product offered by the
Company encourages the use of internet banking. We realize the risks
involved with promoting internet-based transactions; and while we cannot be
entirely free from vulnerability to attack, the Company has incorporated
additional security features to mitigate the possibility of security data
breaches. Additionally, we rely on and do business with a variety of
third-party service providers, agents and vendors with respect to the Company’s
business, data security and communications needs. If information security
is breached, or one of our agents or vendors breaches compliance procedures,
information could be lost or misappropriated, resulting in financial loss or
costs to us or damages to others. These costs or losses could materially
exceed the Company’s amount of insurance coverage which would adversely affect
the Company’s business.
7
Managing
exposure to interest rate risk is also an important portion of the business
strategy of the Company. The overall majority of loans secured by one
to-four family residential properties retained on our balance sheet are
adjustable with floors in order to manage exposure to falling
rates. However, these loan products also have ceilings of
approximately 6.0% above their initial rate and could be a detriment if rates
should increase dramatically.
The
addition of the branch in Vincennes, Indiana is proving to be a definite asset
for the Company. In the fifteen months the branch has been opened,
its deposits make up almost 10% of the Company’s total deposits and its loans
account for 9.2% of the Company’s loans at March 31, 2010. The Trust
department is also growing, however, it is a slower process. Trust
assets grew 71.9% from $683,000 at March 31, 2009 to $1.2 million at March 31,
2010.
Despite
the loss of income during the current fiscal year, the Company is healthy and
looks forward to the challenges in the coming year. The Company needs
to diligently monitor its interest rate risk, its credit risk, and all factors
relating to non-interest income and expense in order to maintain earnings at an
acceptable level.
We
continue to maintain a strong presence in the community and are pleased to be
one of the few independent community banks in our primary market area. Go to
www.frsb.net on the web to visit
our subsidiary, First Robinson Savings Bank and to research additional
information concerning Company, use the “About Us” tab.
Federal
Deposit Insurance Corporation Insurance Coverage
As with
all banks insured by the FDIC, the Company’s depositors are protected against
the loss of their insured deposits by the FDIC. There were two recent
changes to the rules that broadened the FDIC insurance; the FDIC
temporarily increased basic FDIC insurance coverage from $100,000 to $250,000
per depositor until December 31, 2013. In addition, the FDIC
instituted a Temporary Liquidity Guaranty Program (“TLGP”) which provides full
deposit insurance coverage for non-interest bearing transaction deposit
accounts, regardless of dollar amount, until December 31, 2010. The
FDIC defines a “non-interest bearing transaction account” as a transaction
account on which the insured depository institution pays no interest and does
not reserve the right to require advance notice of intended
withdrawals. This coverage is over and above the $250,000 in deposit
insurance otherwise provided to a customer. The FDIC announced that
it has preserved its flexibility to further extend the program through December
31, 2011 without further rule making.
The
Company opted into the TLGP. The additional cost of this program,
assessed on a quarterly basis, is a 10 basis point annualized surcharge on
balances in non-interest bearing transaction accounts that exceed
$250,000. The Company does not believe this amount will have a
material effect on its consolidated financial statements.
8
COMPARISON
OF OPERATING RESULTS FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
General
For the
year ended March 31, 2010, the Company sustained a net loss of $30,000 or a loss
per share for basic and diluted of $0.07, compared to net income of $791,000 or
earnings per share for basic of $1.84 and $1.77 diluted for the fiscal year
ended March 31, 2009. The decrease of $821,000 in net income is a
result of the additional provision for loan losses of $1.1 million which
primarily related to the charge off of a loan to a bank holding company secured
by the stock of its subsidiary bank, that was placed into receivership by the
FDIC. Another factor contributing to the loss for the fiscal year
ended March 31, 2010, was the increase of $780,000 in non-interest
expense. The increase in provision for loan losses and non-interest
expense were offset, in part, by an increase in non-interest income of $525,000
and a decrease of $413,000 in income taxes.
Net
Interest Income
For the
year ended March 31, 2010, net interest income totaled $4.6 million, an increase
of 2.2%, or $98,000, over the year ended March 31, 2009. The increase
in net interest income is due to an increase of $197,000 in total interest and
dividends offset by a $99,000 increase in total interest
expense. Even though net interest income increased, net interest
margin decreased by 50 basis points from 3.35% for the year ended March 31, 2009
to 2.85% for the year ended March 31, 2010.
A
contributing factor to the 50 basis point decrease in the interest margin is the
decrease in the ratio of average interest-earning assets to average
interest-bearing liabilities from 113.21% for the year ended March 31, 2009 to
107.66% for the year ended March 31, 2010. The average interest rate
earned on interest-earning assets edged downward from 5.69% in 2009 to 4.87% in
2010, while the average balance of interest-earning assets increased $26.8
million from $133.6 million in 2009 to $160.4 million in 2010. The average rate
paid on interest-bearing liabilities decreased 48 basis points from 2.65% in
2009 to 2.17% in 2010. The average balance of interest-bearing liabilities
increased $30.9 million from $118.0 million in 2009 to $148.9 million in 2010.
Overall, the interest rate spread for 2010 also decreased to 2.70% from 3.04% in
2009.
Total
interest income was $7.8 million for the year ended March 31, 2010, an increase
of $197,000, or 2.6%, from $7.6 million reported in 2009. Interest income from
loans increased by $254,000 from $5.4 million in 2009 to $5.6 million in 2010,
and investment income decreased by $57,000 from $2,224,000 in 2009 to $2,167,000
in 2010.
The
increase in loan interest income of $254,000 from 2010 to 2009 was due to an
increase in the average balance of loans outstanding offset by a decrease in the
average yield on loans. The average balance in loans outstanding increased $13.5
million, or 16.8% while the average yield on loans receivable decreased 69 basis
points from 6.70% in 2009 to 6.01% in 2010.
9
The
decrease in income from investments including interest earned on deposits and
federal funds sold of $57,000, or 2.6%, when comparing March 31, 2010 to the
same period of 2009, was primarily the result of a decrease of $112,000 in
interest earned on federal funds sold and other interest-earning deposits
offset, in part by an increase of $55,000 in interest earned on mortgage-backed
securities, municipal bonds, and agency securities. Average total investment
securities and interest-earning deposits, including federal funds sold, were
$65.8 million during 2010, a $13.3 million, or 25.4%, increase over the 2009
average of $52.5 million. The average rate earned on investment
securities, federal funds sold, and interest-earning deposits for the year ended
March 31, 2010 was 3.29% down from 4.24% in 2009.
Total
interest expense increased $99,000, or 3.2%, in 2010 from 2009. Interest expense
on deposits grew by $155,000, or 5.2%, from $3.0 million in 2009 to $3.1 million
in 2010. Interest expense from other borrowings decreased by $56,000, or 0.4%,
from $140,000 in 2009 to $84,000 in 2010.
Interest
expense on time deposits increased by $68,000, or 3.6%, from $1.9 million for
the fiscal year ending March 31, 2009 to $1.9 million for the fiscal year ending
March 31, 2010 due to an increase in the average balance offset by a decrease in
the cost of funds. The average balance of time deposits increased by $13.8
million, or 29.6%, from $46.5 million in 2009 to $60.3 million in 2010. The
increase in the FDIC insurance coverage up to $250,000 and customers “flight to
safety” contributed to the increase in time deposits. The average
cost of funds on time deposits, as of March 31, 2009, was 4.00% compared to the
average cost of funds for the fiscal year ending March 31, 2010, of 3.20%, a
decrease of 80 basis points.
Interest
expense on savings and money market accounts decreased $103,000, or 47.5%, from
$217,000 in 2009 to $114,000 in 2010 primarily due to a decrease of 46 basis
points in the average cost of funds and a slight decrease of $49,000, or 0.2%,
in the average balance outstanding. The average cost of funds on savings and
money market accounts was 0.97% during the fiscal year ending March 31, 2009
compared to an average cost of 0.51% during the March 31, 2010 fiscal
year.
Interest
expense on NOW accounts increased by $190,000, or 20.8%, from $915,000 in March
31, 2009 to $1,105,000 for the year ending March 31, 2010. The average balance
increased 49.3%, or $16.3 million, from an average balance of $33.2 million in
2009 to an average balance of $49.5 million in 2010. The average cost of funds
on NOW accounts decreased 53 basis points from 2.76% in 2009 to 2.23% in
2010. The increase in the average balance can be attributed to the
popularity of “Kasasa™ Cash”. Kasasa pays an attractive rate of
interest to customers that meet electronic banking requirements, such as using a
check card a certain number of times throughout the month, using the bank’s
internet banking and bill pay system, receiving a direct deposit or paying a
direct debit through the ACH network, and agreeing to receive an electronic
statement. This account is designed to reduce costs associated with
maintaining checking accounts. If customers do not meet the requirements, they
still receive a minimal rate of interest. During the fiscal year
ending March 31, 2010, the Bank decreased the rate on Kasasa to better reflect
rates being paid in the market and to decrease the overall cost of
funds.
For the
fiscal year ending March 31, 2010 versus the same period of 2009, the average
daily balance of short-term borrowings increased $898,000, or 5.6%, from $16.0
million to $16.9 million. The average cost of funds for 2010
decreased by 38 basis points from 0.88% to 0.50%. The decrease in the
average cost of funds contributed to the decrease of $56,000, or 40.0%, in other
borrowings interest expense from $140,000 for 2009 to $84,000 for
2010. The short-term borrowings consist of repurchase agreements with
customers that are secured by investment securities of the Company and an
open-end line of credit obtained by the Company. The line is secured
by the stock of the Bank.
10
Provision
for Loan Losses
The
provision 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 and in accordance with accounting principles generally
accepted in the United States. 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.
The
provision for loan losses for the year ended March 31, 2010 was $1.3 million
compared to $220,000 for the year ended March 31, 2009, an increase of
$1,077,000 or 489.5%. The primary factor contributing to the increase is the
addition of $972,000 to the provision for the net charge off of a participation
loan to a bank holding company secured by the stock of the bank which was placed
into receivership by the FDIC. Another factor contributing to the
increase is the result of the $13.7 million, or 15.9%, increase in loans
receivable, net. Total charge-offs for 2010 were $1,159,000 compared
to $195,000 for 2009, which were partially offset by recoveries of $55,000 in
2010 compared to recoveries of $28,000 in 2009. The charge-offs in 2010 were
related to $1.0 million for the holding company bank stock loan,
$136,000 in one- to four-family real estate loans, pertaining to five
borrowers, and
$23,000 in consumer and other loans. The charge-offs were partially
offset by a recovery of $28,000 for the holding company bank stock loan, $24,000
in recoveries in consumer and other loans and $3,000 in one- to four-family real
estate loans. Although the Company’s management believes that
the allowance for loan losses is sufficient based on information currently
available, there can be no assurances that future events, conditions, or
regulatory directives will not result in adverse, loan classifications,
increased provisions for loan losses or additional charge-offs which may
adversely affect net income.
Non-interest
Income
Non-interest
income categories for the fiscal years ended March 31, 2010 and 2009 are shown
in the following table:
March 31,
|
||||||||||||
2010
|
2009
|
% Change
|
||||||||||
|
(In thousands)
|
|||||||||||
Non-interest income:
|
||||||||||||
Charges
and other fees on loans
|
$ | 322 | $ | 143 | 125.2 | % | ||||||
Charges
and fees on deposit accounts
|
968 | 871 | 11.1 | |||||||||
Net
gain on sale of loans
|
343 | 231 | 48.5 | |||||||||
Net
realized gain on sale of securities
|
106 | 2 | 5,200.0 | |||||||||
Other
|
494 | 461 | 7.2 | |||||||||
Total
Non-interest income
|
$ | 2,233 | $ | 1,708 | 30.7 | % |
The
increase in net gain on the sale of loans is a result of the increase in the
volume of mortgage loans sold into the secondary market during the year ended
March 31, 2010 versus the same period in 2009. During fiscal year ending 2010,
the Company sold $28.2 million in mortgages versus $19.6 million in the prior
fiscal year. All loans sold into the secondary market during this fiscal year
end were one- to four-family residential property loans. The increase
in charges and other fees on loans can be attributed to the increase in the net
capitalization of mortgage servicing rights.
11
Charges
and fees on deposit accounts had an increase of $97,000 for the fiscal year
ended March 31, 2010 over the same period in 2009. The increase came
from fees received from insufficient funds charges and overdraft
charges. With the implementation of Regulation E, which will not
allow assessing an overdraft charge for ATM or one-time debit card transactions
without the customer opting in to an overdraft program sponsored by the Company,
future income from overdraft charges could decrease.
Other
income consists of normal recurring fee income such as commissions from
PrimeVest Financial Services, the Company’s investment brokerage service,
increases in the cash value of life insurance, ATM/Debit card interchange income
and fees, and safe deposit box revenue, as well as other income that management
classifies as non-recurring. Other income increased $33,000 when
comparing March 31, 2010 with 2009. The primary factors relating to the increase
between the fiscal years can be attributed to a $64,000 increase in debit/ATM
card transaction fees offset, in part, by a $33,000 decrease in commissions
received from the sale of annuities and other investments by our PrimeVest
representative.
Non-interest
Expense
Non-interest
expense categories for the fiscal years ended March 31, 2010, and 2009 are shown
in the following table:
March 31,
|
||||||||||||
2010
|
2009
|
% Change
|
||||||||||
|
(In
thousands)
|
|||||||||||
Non-interest
expense:
|
||||||||||||
Compensation
and employee benefits
|
$ | 2,680 | $ | 2,667 | 0.5 | % | ||||||
Occupancy
and equipment
|
720 | 655 | 9.9 | |||||||||
Data
processing
|
268 | 277 | (3.2 | ) | ||||||||
Audit,
legal and other professional
|
351 | 217 | 61.8 | |||||||||
Advertising
|
306 | 223 | 37.2 | |||||||||
Telephone
and postage
|
207 | 150 | 38.0 | |||||||||
FDIC
insurance
|
285 | 73 | 290.4 | |||||||||
Loss
on sale of foreclosed property
|
2 | 4 | (50.0 | ) | ||||||||
Loss
on cost basis equity security
|
197 | — | — | |||||||||
Other
expenses
|
643 | 613 | 4.9 | |||||||||
Total
Non-interest expense
|
$ | 5,659 | $ | 4,879 | 16.0 | % |
Compensation
and employee benefits increased $13,000 when comparing March 2010 fiscal year
with March 2009 fiscal year. The increase is primarily the result of the
increase of $252,000, in salaries, due to the addition of staff for the
Vincennes branch and the trust department. The increase in salaries
was offset, in part, by the decrease of $182,000 for options exercised. No
options were exercised during the March 2010 fiscal year as all options granted
had been exercised in prior years and the decrease of $86,000 in costs
associated with incentive plans.
12
Audit,
legal and other professional fees increased by $134,000 due to additional
services received in response to compliance with Sox 404 and legal assistance to
address additional disclosure requirements regarding SEC filings.
Advertising
expense increased $83,000 for the fiscal year ended March 31, 2010 when compared
to March 31, 2009 due to increased advertising in a new market area, Vincennes,
Indiana and the new deposit product being offered by the Company.
Telephone
and postage expense increased $57,000 for the fiscal year ended March 31, 2010
from the fiscal year ended March 31, 2009. The additional branch
contributed to the increase.
The
Company recognized a loss of $197,000 during the fiscal year ended March 31,
2010 related to a cost basis equity security investment in a bank holding
company. The financial institution owned by the bank holding
company was placed into receivership under the FDIC. No loss was
recognized on this investment in prior year periods.
The
increase of $212,000 in Federal Deposit Insurance Corporation (“FDIC”) insurance
when comparing the fiscal year ended March 31, 2010 to the same period in the
prior year was due to the increase in the assessment from 5 basis points to 12
basis points paid on deposits and the additional 5 basis point special
assessment on each insured depository institution's assets minus Tier 1 capital
as of June 30, 2009. The special assessment was collected on
September 30, 2009. The additional amount imposed on the Company, as a result of
the June 30, 2009 final rule, was approximately $81,000.
Income
Tax Expense
The
provision for income tax decreased $413,000, or 141.9%, for the fiscal year
ended March 31, 2010, compared to the same period in 2009. The provision
reflected the decrease in taxable income due to the net operating loss and the
increase in the benefit of tax-exempt investment securities.
FINANCIAL
CONDITION
Total
assets of the Company increased by $18.6 million, or 11.3%, to $183.0 million at
March 31, 2010 from $164.4 million at March 31, 2009. The increase in assets was
primarily due to an increase of $13.4 million, or 15.4%, loans receivable, net,
and an increase of $4.2 million, or 30.5%, in total cash and cash
equivalents.
Total
cash and due from banks, interest bearing demand deposits and federal funds sold
increased by $4.2 million from $13.7 million at March 31, 2009 to $17.9 million
at March 31, 2010. The increase resulted from the $7.7 million, or 77.7%, growth
in other borrowings and the $9.2 million, or 6.6%, growth in total deposits,
offset, in part, by the increase of $13.4 million, or 15.4%, increase in loans
receivable, net.
Available-for-sale
investment securities decreased to $55.4 million at March 31, 2010 compared to
$55.9 million at March 31, 2009, a $526,000 decrease. The decrease resulted from
the purchase of $31.1 million in available-for-sale securities and the realized
net gain on sale of available-for-sale securities of $106,000, and the increase
of $344,000 in the market valuation of the available-for-sale portfolio, offset
by $12.5 million in repayments on mortgage-backed securities, by $3.8 million in
proceeds from the maturity of available-for-sale securities, and by $15.4
million in proceeds from the sale of available-for-sale securities, and the
amortization of $307,000 of premiums and discounts on investments. 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.
13
At March
31, 2010, the Company held $836,000 of Federal Home Loan Bank (“FHLB”) of
Chicago stock. The amount of required investment in FHLB stock is
calculated based on a formula which includes the amount of one to-four family
dwelling loans held in the Company’s loan portfolio and the amount of
mortgage-backed securities held in the Company’s investment
portfolio. Management performs an analysis of this investment on a
quarterly basis to determine impairment, in light of the FHLB Chicago’s
financial performance. At March 31, 2010, management determined that
the cost method investment in FHLB Chicago stock was ultimately recoverable and
therefore not impaired.
The
Company's net loan portfolio including loans held for sale increased by $13.4
million to $100.2 million at March 31, 2010 from $86.8 million at March 31,
2009. Loans on one- to four-family real estate, including one- to four-family
loans held for sale, increased by $2.7 million, or 6.0%; commercial
nonresidential real estate and farmland loans increased by $3.4 million, or
22.7%; construction and development loans increased by $2.5 million, or 95.5%;
consumer and other loans increased by $2.1 million, or 26.4%; loans on
multi-family properties increased by $1.5 million, or 123.8%, and loans in
commercial business and agricultural finance increased by $1.0
million, or 5.9%. These increases were offset, in part, by the
decrease in loans to state and municipal governments by $287,000, or
13.2%. The total amount of undisbursed closed-ended lines of credit
decreased by $718,000, or 25.5% from $2.8 million at March 31, 2009 to $2.1
million at March 31, 2010.
At March
31, 2010, the allowance for loan losses was $973,000, or 0.97% of the net loan
portfolio, an increase of $193,000 from the allowance for loan losses at March
31, 2009 of $780,000, or 0.90% of the net loan portfolio. 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
charge-offs and/or provisions will not be necessary. See “Asset
Quality” for further information on delinquencies.
The
Company had two foreclosed residential real estate properties held for sale as
of March 31, 2010 at a total balance of $52,000 compared to $46,000 in two
foreclosed real estate properties at March 31, 2009. The two
properties, residential real estate, held at March 31, 2009 were sold for a
combined loss of $4,000. Foreclosed assets are carried at lower of
cost or fair value. When foreclosed assets are acquired, any required
adjustment is charged to allowance for loan losses. All subsequent
activity is included in current operations.
Other
assets increased $809,000, or 92.7%, from $873,000 at March 31, 2009 to $1.7
million at March 31, 2010, primarily due to the three-year prepaid assessment
for FDIC insurance coverage that was collected in December 2009. The
balance of the prepaid FDIC insurance assessment as of March 31, 2010 is
$680,000 compared to no balance outstanding at March 31,
2009. Another factor contributing to the increase in other assets is
the increase of $179,000, or 73.7%, in the value of mortgage servicing rights
from $243,000 at March 31, 2009 to $422,000 at March 31, 2010.
Total
deposits increased by $9.2 million, or 6.6%, to $149.3 million at March 31, 2010
from $140.1 million at March 31, 2009. The increase in total deposits was due to
an increase of $10.2 million in savings, NOW, and money market
accounts, and an increase of $2.4 million in non-interest bearing demand
deposits offset by the decrease of $3.4 million in certificates of
deposit.
14
Other
borrowings, consisting entirely of repurchase agreements, increased $7.7
million, or 77.7% from $9.9 million at March 31, 2009 to $17.6 million at March
31, 2010. The repurchase agreements are collateralized by mortgage-backed
securities and US Government agency obligations. At March 31, 2010,
the average rate on the repurchase agreements was 0.14% compared to 0.30% at
March 31, 2009. The rate on approximately $17.1 million of the
repurchase agreements reprice daily. All agreements mature
periodically within 24 months.
The
short-term borrowing consists of the Company’s revolving line of credit note
payable that matured on July 31, 2009 but was extended to September 30,
2009. The revolving line of credit renewed on September 17, 2009 and
increased from $600,000 to $2,500,000 with the renewal. The Company then
refinanced the $2.5 million line of credit with an unaffiliated financial
institution on March 1, 2010. The balance of the revolving line
of credit was $1,700,000 and $0 as of March 31, 2010 and March 31, 2009,
respectively. The note bears interest at the prime commercial rate
with a floor of 3.50% which was the rate on March 31, 2010, matures on September
30, 2010, and is secured by stock in the Bank.
Stockholders'
equity at March 31, 2010 was $12.0 million compared to $12.3 million at March
31, 2009, a decrease of $262,000, or 2.1%. Factors relating to the
decrease in stockholders’ equity can be attributed primarily to the $30,000 net
loss and $348,000 in dividends declared and paid, offset, in part, by the
increase of $194,000 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
$394,000. The letters of credit are collateralized and underwritten, as required
by the loan policy, in the same manner as any commercial loan. The
Company does not anticipate the advancement of any funds on these letters of
credit.
Critical
Accounting Policies
The
accounting and reporting policies of the Company are in accordance with
accounting principles generally accepted in the United States and conform to
general practices within the banking industry. The Company's significant
accounting policies are described in detail in the notes to the Company's
consolidated financial statements for the year ended March 31, 2010. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions. The financial position and results of operations can
be affected by these estimates and assumptions and are integral to the
understanding of reported results. Critical accounting policies are those
policies that management believes are the most important to the portrayal of the
Company's financial condition and results, and they require management to make
estimates that are difficult, subjective, or complex.
15
Allowance for Loan Losses -
The allowance for loan losses provides coverage for probable losses inherent in
the Company's loan portfolio. Management evaluates the adequacy of the allowance
for credit losses each quarter based on changes, if any, in underwriting
activities, the loan portfolio composition (including product mix and
geographic, industry or customer-specific concentrations), trends in loan
performance, regulatory guidance and economic factors. This evaluation is
inherently subjective, as it requires the use of significant management
estimates. Many factors can affect management's estimates of specific and
expected losses, including volatility of default probabilities, rating
migrations, loss severity and economic and political conditions. The allowance
is increased through provisions charged to operating earnings and reduced by net
charge-offs.
The
Company determines the amount of the allowance based on relative risk
characteristics of the loan portfolio. The allowance recorded for commercial
loans is based on reviews of individual credit relationships and an analysis of
the migration of commercial loans and actual loss experience. The allowance
recorded for homogeneous consumer loans is based on an analysis of loan mix,
risk characteristics of the portfolio, fraud loss and bankruptcy experiences,
and historical losses, adjusted for current trends, for each homogenous category
or group of loans. The allowance for credit losses relating to impaired loans is
based on the loan's observable market price, the collateral for certain
collateral-dependent loans, or the discounted cash flows using the loan's
effective interest rate.
Regardless
of the extent of the Company's analysis of customer performance, portfolio
trends or risk management processes, certain inherent but undetected losses are
probable within the loan portfolio. This is due to several factors including
inherent delays in obtaining information regarding a customer's financial
condition or changes in their unique business conditions, the judgmental nature
of individual loan evaluations, regulatory input, collateral assessments and the
interpretation of economic trends. Volatility of economic or customer-specific
conditions affecting the identification and estimation of losses for larger
non-homogeneous credits and the sensitivity of assumptions utilized to establish
allowances for homogeneous groups of loans are among other factors. The Company
estimates a range of inherent losses related to the existence of the exposures.
The estimates are based upon the Company's evaluation of risk associated with
the commercial and consumer allowance levels and the estimated impact of the
current economic environment.
Internal
Control Over Financial Reporting
Section 404
of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our
internal control over financial reporting. It will require our auditor to attest
to such evaluation on an annual basis, beginning in the fiscal year ending March
31, 2011, unless these requirements are modified for smaller public companies.
Ongoing compliance with these requirements is expected to be expensive and
time-consuming and may negatively impact our results of operations. While our
management has not identified any material weaknesses relating to our internal
controls at March 31, 2010, we cannot make any assurance that material
weaknesses in our internal control over financial reporting will not be
identified in the future.
16
Average
Balances/Interest Rates and Yields
The
following table presents for the years indicated the total dollar amount of
interest income from average interest earning assets and the resultant yields,
as well as the interest expense on average interest bearing liabilities,
expressed both in dollars and rates. No tax equivalent adjustments were made.
All average balances are monthly average balances. Non-accruing loans have been
included in the table as loans carrying a zero yield.
Year Ended March, 31
|
||||||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||||||
At
March, 31
Yield/Rate
|
Average
Outstanding
Balance
|
Interest
Earned
Paid
|
Yield/
Rate
|
Average
Outstanding
Balance
|
Interest
Earned
Paid
|
Yield/
Rate
|
||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||
Loans receivable(1)
|
5.62 | % | $ | 93,573 | $ | 5,626 | 6.01 | % | $ | 80,123 | $ | 5,371 | 6.70 | % | ||||||||||||||
Mortgage-backed
securities
|
4.54 | 38,185 | 1,605 | 4.20 | 36,543 | 1,811 | 4.96 | |||||||||||||||||||||
Investment
securities(2)
|
3.00 | 22,156 | 563 | 2.54 | 8,354 | 302 | 3.61 | |||||||||||||||||||||
Federal
funds sold
|
0.07 | 4,044 | 5 | 0.12 | 7,638 | 114 | 1.50 | |||||||||||||||||||||
Interest-bearing
deposits
|
0.10 | 2,404 | 3 | 0.12 | 933 | 7 | 0.71 | |||||||||||||||||||||
Total
interest-earning assets
|
4.69 | 160,362 | 7,802 | 4.87 | 133,591 | 7,605 | 5.69 | |||||||||||||||||||||
Noninterest-earning
assets
|
15,553 | 10,653 | ||||||||||||||||||||||||||
Total
assets
|
$ | 175,915 | $ | 144,244 | ||||||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||
Savings
deposits and MMDA
|
0.50 | 22,302 | 114 | 0.51 | 22,351 | 217 | 0.97 | |||||||||||||||||||||
NOW
deposits
|
2.06 | 49,489 | 1,105 | 2.23 | 33,156 | 915 | 2.76 | |||||||||||||||||||||
Certificates
of deposit
|
3.34 | 60,297 | 1,928 | 3.20 | 46,526 | 1,860 | 4.00 | |||||||||||||||||||||
Borrowings
|
0.43 | 16,870 | 84 | 0.50 | 15,972 | 140 | 0.88 | |||||||||||||||||||||
Total
interest-bearing liabilities
|
2.11 | 148,958 | 3,231 | 2.17 | 118,005 | 3,132 | 2.65 | |||||||||||||||||||||
Noninterest-bearing liabilities
|
14,856 | 14,422 | ||||||||||||||||||||||||||
Total
liabilities
|
163,814 | 132,427 | ||||||||||||||||||||||||||
Stockholders’
equity
|
12,101 | 11,817 | ||||||||||||||||||||||||||
Total
liabilities and capital
|
175,915 | $ | 144,244 | |||||||||||||||||||||||||
Net
interest income
|
$ | 4,571 | $ | 4,473 | ||||||||||||||||||||||||
Net
interest spread
|
2.59 | % | 2.70 | % | 3.04 | % | ||||||||||||||||||||||
Net
average earning assets
|
$ | 11,404 | $ | 15,586 | ||||||||||||||||||||||||
Net
yield on average earning assets
|
2.85 | % | 3.35 | % | ||||||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
1.077 | 1.132 |
|
(1)
|
Calculated
net of deferred loan fees, loan discounts, loans in process and loss
reserves.
|
|
(2)
|
The
tax-exempt income for state and political subdivisions is not recorded on
a tax equivalent basis.
|
17
Rate/Volume
Analysis of Net Interest Income
The
following schedule presents the dollar amount of changes in interest income and
interest expense for major components of interest-earning assets and
interest-bearing liabilities. It distinguishes between the changes related to
outstanding balances and in interest rates. For each category of
interest-earning assets and interest-bearing liabilities, information is
provided on changes attributable to (i) changes in volume (i.e., changes in
volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate
multiplied by old volume). For purposes of this table, changes attributable to
both rate and volume, which cannot be segregated, have been allocated
proportionately to the change due to rate.
Year Ended March 31,
|
||||||||||||||||||||||||
2010 vs. 2009
|
2009 vs. 2008
|
|||||||||||||||||||||||
Increase
(Decrease)
Due to
|
Increase
(Decrease)
Due to
|
|||||||||||||||||||||||
Volume
|
Rate
|
Total
Increase
(Decrease)
|
Volume
|
Rate
|
Total
Increase
(Decrease)
|
|||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||
Loans
receivable
|
$ | 901 | $ | (646 | ) | $ | 255 | $ | 343 | $ | (582 | ) | $ | (239 | ) | |||||||||
Mortgage-backed
securities
|
81 | (287 | ) | (206 | ) | 639 | 13 | 652 | ||||||||||||||||
Investments
securities
|
498 | (237 | ) | 261 | 48 | (20 | ) | 28 | ||||||||||||||||
Other
|
(30 | ) | (83 | ) | (113 | ) | 72 | (217 | ) | (145 | ) | |||||||||||||
Total
interest-earning assets
|
$ | 1,450 | $ | (1,253 | ) | $ | 197 | $ | 1,102 | $ | (806 | ) | $ | 296 | ||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
Savings
deposits and MMDA
|
— | (103 | ) | (103 | ) | (1 | ) | (187 | ) | (188 | ) | |||||||||||||
NOW
accounts
|
451 | (261 | ) | 190 | 236 | 82 | 318 | |||||||||||||||||
Certificate
accounts
|
551 | (483 | ) | 68 | 532 | (314 | ) | 218 | ||||||||||||||||
Borrowings
|
8 | (64 | ) | (56 | ) | 53 | (408 | ) | (355 | ) | ||||||||||||||
Total
interest-bearing liabilities
|
$ | 1,010 | $ | (911 | ) | $ | 99 | $ | 820 | $ | (827 | ) | $ | (7 | ) | |||||||||
Net
interest income
|
$ | 440 | $ | (342 | ) | $ | 98 | $ | 282 | $ | 21 | $ | 303 |
Asset
and Liability Management
Qualitative
Analysis. A principal financial
objective of the Company is to achieve long-term profitability while reducing
exposure to fluctuations in interest rates. The Company has sought to reduce
exposure of earnings to changes in market interest rates by managing the
mismatch between asset and liability maturities and interest rates. The Board of
Directors has formulated an Interest Rate Management Policy designed to achieve
this objective and has established an Asset/Liability Committee, which consists
primarily of the management team of the Bank, to manage the risks associated
with changes in market interest rates. This committee meets periodically and
reports to the Board of Directors monthly concerning asset/liability policies,
strategies and current interest rate risk position. The committee’s first
priority is to structure and price assets and liabilities to maintain an
acceptable interest spread while reducing the net effects of changes in interest
rates.
18
We use a
comprehensive asset/liability software package provided by a third-party vendor
to perform interest rate sensitivity analysis for all product
categories. The primary focus of our analysis is on the effect of
interest rate increases and decreases on net interest
income. Management believes that this analysis reflects the potential
effects on current earnings of interest rate changes. Call criteria
and prepayment assumptions are taken into consideration for investment
securities and loans. All of our interest sensitive assets and
liabilities are analyzed by product type and repriced based upon current
offering rates. The software performs interest rate sensitivity
analysis by performing rate shocks of plus or minus 200 basis points in 100
basis point increments.
Principal
elements to promoting long-term profitability while managing interest rate risk
has been to (i) emphasize the attraction and retention of core deposits,
which tend to be a more stable source of funding; (ii) emphasize the
origination of adjustable rate mortgage loan products and relatively short-term
and medium-term commercial and consumer loans for the in-house portfolio,
although this is dependent largely on the market for such loans; (iii) sell
longer-term fixed-rate one-to four family residential mortgage loans into the
secondary market; and (iv) invest primarily in U.S. government agency
investments and mortgage-backed securities.
The
principal strategy in managing interest rate risk is to analyze all assets based
on rate, rate adjustment and maturity versus liabilities and equity with a
resulting matrix, (using a 1 month to greater than 1 year time frames) being
prepared and a net interest income change computed and compared to capital. All
asset and liability sales strategies are priced on the need of volume in a
particular time frame. The Company does not engage in hedging
activities.
Notwithstanding
efforts in this area, no interest rate risk (“IRR”) policy is foolproof, and the
Company expects that rising rates could still adversely affect interest
income.
Quantitative
Analysis.
The Company voluntarily measures IRR and incorporates this measure into the
internal risk based capital calculation. The IRR component is a dollar amount
that measures the terms of the sensitivity of the net portfolio value (“NPV”) to
changes in interest rates. NPV is the difference between incoming and outgoing
discounted cash flows from assets, liabilities, and off-balance sheet contracts.
The Company measures the change to NPV as a result of a hypothetical and
permanent 100 and 200 basis point (“bp”) change in market interest rates. The
Company reviews the IRR measurements on a monthly basis. The Company also
monitors effects on net interest income resulting from increases and decreases
in rates. The following table presents the NPV at March 31, 2010, as calculated
by the Company.
19
Change in
|
At March 31, 2010
|
|||||||||||||||||||||
Rate
|
Net Portfolio Value
|
NPV as % PV of Assets
|
||||||||||||||||||||
(Basis Points)
|
$ Amount
|
$ Change
|
% Change
|
NPV Ratio %
|
BP Change
|
|||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||||
+200bp
|
21,493 | (3,666 | ) | (14.57 | ) | 12.16 | (152 | ) | ||||||||||||||
100
|
23,325 | (1,834 | ) | (7.29 | ) | 12.91 | (77 | ) | ||||||||||||||
0
|
25,159 | — | — | 13.68 | — | |||||||||||||||||
-100
|
24,222 | (937 | ) | (3.72 | ) | 12.99 | (69 | ) | ||||||||||||||
-200
|
22,180 | (2,979 | ) | (11.84 | ) | 11.74 | (194 | ) |
In the
above table, the first column on the left presents the basis point increments of
yield curve shifts. The second column presents the overall dollar amount of NPV
at each basis point increment. The third and forth columns present our actual
position in dollar change and percentage change in NPV at each basis point
increment. The remaining columns present our percentage change and basis point
change in the NPV as a percentage of portfolio value of assets.
Certain
shortcomings are inherent in the method of analysis presented in the computation
of NPV. Although certain assets and liabilities may have similar maturities or
periods within which they will reprice, they may react differently to changes in
market interest rates. The interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market
rates.
The Board
of Directors is responsible for reviewing asset and liability policies and meets
monthly to review interest rate risk and trends, as well as liquidity and
capital ratios and requirements. The Board of Directors has established policy
limits for changes in NPV. Management is responsible for administering the
policies and determinations of the Board of Directors with respect to asset and
liability goals and strategies.
Liquidity
and Capital Resources
Liquidity
management is both an ongoing and long-term function of asset/liability
management strategy. Excess funds, when applicable, generally are invested in
federal funds sold. Currently, when funds are required, beyond the ability to
generate deposits, additional sources of funds are available through federal
funds purchased and the FHLB of Chicago. The Company has the ability to pledge
FHLB of Chicago stock or certain other assets as collateral for such advances.
Federal funds purchased and FHLB advances are used to fund cash flow
shortages. The Company may also use FHLB advances to fund loan demand
in excess of the available funds.
The
Company’s primary sources of funds are deposits, proceeds from loan sales,
repayments and prepayments of loans and mortgage-backed securities and interest
income. Although maturity and scheduled amortization of loans are relatively
predictable sources of funds, deposit flows and prepayments on loans are
influenced significantly by general interest rates, economic conditions and
competition.
20
The
Company’s most liquid assets are cash and cash equivalents, which include
short-term investments. For the years ended March 31, 2010 and 2009, cash and
cash equivalents were $17.9 million and $13.7 million,
respectively. In addition, the Company has used jumbo certificates of
deposits as a source of funds. Jumbo certificates of deposits represented $21.4
million and $26.6 million for the years ended March 31, 2010 and March 31, 2009,
respectively, or 14.3% of total deposits for March 31, 2010 and 19.0% of total
deposits for March 31, 2009.
The
Company monitors and reviews their liquidity and maintains a $25.2 million line
of credit with the FHLB, of which no funds were advanced at March 31, 2010 or
2009. This line can be accessed immediately. The available line of
credit with the FHLB was reduced by $944,000 at March 31, 2010 for the credit
enhancement reserve established as a result of the participation in the FHLB MPF
program resulting in an available balance of $24.2 million. The
Company also maintains a $5.0 million revolving federal funds line of credit
with a correspondent financial institution and has also established borrowing
capabilities of up to $3.0 million at the discount window with the Federal
Reserve Bank of St. Louis of which no funds were borrowed on either line at
March 31, 2010 and 2009. In addition to these lines the Company
also maintains a $2.5 million revolving line of credit note payable, of which
$1.7 million was outstanding at March 31, 2010 and no balance outstanding as of
March 31, 2009, with an unaffiliated financial institution. The note payable
bears interest tied to the prime commercial rate with a floor of 3.50%, the rate
at March 31, 2010, matures on September 30, 2010, and is secured by the stock of
the national bank owned by the Company.
The
Company’s primary investment activity is originating one-to four-family
residential mortgages, farmland and other non-residential real estate loans,
commercial business and agricultural finance loans, and consumer loans. For the
years ended March 31, 2010 and 2009, the Company originated and purchased
participated loans for the portfolio in the amount of $86.0 million and $66.6
million, respectively. For the years ended March 31, 2010 and 2009, these
activities were primarily funded from repayments of $44.1 million and $33.5
million, respectively and sales and participations of $28.8 million and $20.2
million, respectively.
We must
also maintain adequate levels of liquidity to ensure the availability of funds
to satisfy loan commitments. The Company anticipates that we will
have sufficient funds available to meet our current commitments through the use
of liquid assets and through our borrowing capacity at the FHLB and other
available lines of credit to the Company. The Company had granted
unused lines of credit to borrowers aggregating approximately $22.2 and $20.9
million in commercial lines and open-end consumer lines at March 31, 2010 and
2009, respectively. Loans committed to but not yet funded as of March
31, 2010 and 2009 amounted to $4,479,000 and $3,724,000, respectively with
$2,062,000 at March 31, 2010 and $2,861,000 at March 31, 2009 scheduled to be
sold in the secondary market.
Management
and the Board of Directors believe that due to significant amounts of
mortgage-backed securities that could be sold and the ability to acquire funds
from the FHLB of Chicago and the other correspondent relationships liquidity is
adequate for the foreseeable future.
The Bank
is required to maintain regulatory capital sufficient to meet minimal Tier I
leverage, Tier I risk-based and Total risk-based capital ratios of at least
4.0%, 4.0% and 8.0%, respectively. At March 31, 2010, the Bank exceeded each of
its capital requirements with ratios of 7.2%, 12.3% and 13.2%, respectively. The
Bank’s ratios exceed those required in order to be considered “well capitalized”
under federal banking regulations. See Note 13 of Notes to Consolidated
Financial Statements.
21
Impact
of Inflation and Changing Prices
The
financial statements and related data presented in this Annual Report have been
prepared in accordance with generally accepted accounting principles accepted in
the United States of America which require the measurement of financial position
and operating results in terms of historical dollars without considering changes
in relative purchasing power of money over time due to inflation. The primary
impact of inflation on operations is reflected in increased operating costs.
Unlike most industrial companies, virtually all of the assets and liabilities of
a financial institution are monetary in nature. As a result, interest rates
generally have a more significant impact on a financial institution’s
performance than does inflation. Interest rates do not necessarily move in the
same direction or to the same extent as the prices of goods and
services.
22
Report
of Independent Registered Public Accounting Firm
Audit
Committee, Board of Directors
and
Stockholders
First
Robinson Financial Corporation
Robinson,
Illinois
We have
audited the accompanying consolidated balance sheets of First Robinson Financial
Corporation (“Company”) as of March 31, 2010 and 2009, and the related
consolidated statements of operations, stockholders’ equity and cash flows for
the years then ended. The Company’s management is responsible for
these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing auditing procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. Our audits also included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of First Robinson Financial
Corporation as of March 31, 2010 and 2009, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
/sig/ BKD,
LLP
Decatur,
Illinois
June 25,
2010
23
First
Robinson Financial Corporation
Consolidated
Balance Sheets
March
31, 2010 and 2009
(In
Thousands, Except Share Data)
2010
|
2009
|
|||||||
Assets
|
||||||||
Cash
and due from banks
|
$ | 6,562 | $ | 5,424 | ||||
Interest-bearing
demand deposits
|
3,475 | 713 | ||||||
Federal
funds sold
|
7,852 | 7,572 | ||||||
Cash
and cash equivalents
|
17,889 | 13,709 | ||||||
Available-for-sale
securities
|
55,399 | 55,925 | ||||||
Loans,
held for sale
|
88 | 392 | ||||||
Loans,
net of allowance for loan losses of $973 and $780 at March 31, 2010 and
2009
|
100,063 | 86,365 | ||||||
Premises
and equipment
|
4,018 | 3,940 | ||||||
Federal
Reserve and Federal Home Loan Bank stock
|
1,008 | 811 | ||||||
Foreclosed
assets held for sale, net
|
52 | 46 | ||||||
Interest
receivable
|
906 | 824 | ||||||
Prepaid
income taxes
|
380 | 81 | ||||||
Cash
surrender value of life insurance
|
1,504 | 1,453 | ||||||
Other
assets
|
1,682 | 873 | ||||||
Total
assets
|
$ | 182,989 | $ | 164,419 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
||||||||
Demand
|
$ | 15,248 | $ | 12,828 | ||||
Savings,
NOW and money market
|
76,375 | 66,195 | ||||||
Time
deposits
|
57,689 | 61,065 | ||||||
Total
deposits
|
149,312 | 140,088 | ||||||
Other
borrowings
|
17,621 | 9,914 | ||||||
Short-term
borrowings
|
1,700 | — | ||||||
Advances
from borrowers for taxes and insurance
|
196 | 166 | ||||||
Deferred
income taxes
|
779 | 452 | ||||||
Interest
payable
|
251 | 330 | ||||||
Other
liabilities
|
1,085 | 1,162 | ||||||
Total
liabilities
|
170,944 | 152,112 | ||||||
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; issued – 859,625
shares; outstanding - 2010 – 433,198 shares, 2009 – 435,232
shares
|
9 | 9 | ||||||
Additional
paid-in capital
|
8,783 | 8,791 | ||||||
Retained
earnings
|
10,182 | 10,560 | ||||||
Accumulated
other comprehensive income
|
976 | 782 | ||||||
Treasury
stock, at cost
Common;
2010 – 426,427 shares, 2009 – 424,393 shares
|
(7,905 | ) | (7,835 | ) | ||||
Total
stockholders’ equity
|
12,045 | 12,307 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 182,989 | $ | 164,419 |
See Notes to Consolidated Financial
Statements
24
First
Robinson Financial Corporation
Consolidated
Statements of Operations
Years
Ended March 31, 2010 and 2009
(In
Thousands, Except Per Share Data)
2010
|
2009
|
|||||||
Interest
and Dividend Income
|
||||||||
Loans
|
$ | 5,625 | $ | 5,371 | ||||
Securities
|
||||||||
Taxable
|
2,024 | 2,006 | ||||||
Tax-exempt
|
134 | 97 | ||||||
Other
interest income
|
9 | 121 | ||||||
Dividends
on Federal Reserve Bank stock
|
10 | 10 | ||||||
Total
interest and dividend income
|
7,802 | 7,605 | ||||||
Interest
Expense
|
||||||||
Deposits
|
3,147 | 2,992 | ||||||
Other
borrowings
|
84 | 140 | ||||||
Total
interest expense
|
3,231 | 3,132 | ||||||
Net
Interest Income
|
4,571 | 4,473 | ||||||
Provision
for Loan Losses
|
1,297 | 220 | ||||||
Net
Interest Income After Provision for Loan Losses
|
3,274 | 4,253 | ||||||
Non-Interest
Income
|
||||||||
Charges
and other fees on loans
|
322 | 143 | ||||||
Charges
and fees on deposit accounts
|
968 | 871 | ||||||
Net
gain on sale of loans
|
343 | 231 | ||||||
Net
realized gain on sale of securities
|
106 | 2 | ||||||
Other
|
494 | 461 | ||||||
Total
non-interest income
|
2,233 | 1,708 | ||||||
Non-Interest
Expense
|
||||||||
Compensation
and employee benefits
|
2,680 | 2,667 | ||||||
Occupancy
and equipment
|
720 | 655 | ||||||
Data
processing
|
268 | 277 | ||||||
Audit,
legal and other professional services
|
351 | 217 | ||||||
Advertising
|
306 | 223 | ||||||
Telephone
and postage
|
207 | 150 | ||||||
FDIC
insurance
|
285 | 73 | ||||||
Loss
on sale of foreclosed property
|
2 | 4 | ||||||
Loss
on cost basis equity security
|
197 | — | ||||||
Other
expenses
|
643 | 613 | ||||||
Total
non-interest expense
|
5,659 | 4,879 | ||||||
Income
(Loss) Before Income Taxes
|
(152 | ) | 1,082 | |||||
Provision
(Benefit) for Income Taxes
|
(122 | ) | 291 | |||||
Net
(Loss) Income
|
$ | (30 | ) | $ | 791 | |||
Basic
Earnings (Loss) Per Share
|
$ | (0.07 | ) | $ | 1.84 | |||
Diluted
Earnings (Loss) Per Share
|
$ | (0.07 | ) | $ | 1.77 | |||
Dividends
Paid Per Share
|
$ | 0.80 | $ | 0.75 |
See Notes to Consolidated Financial
Statements
25
First
Robinson Financial Corporation
Consolidated
Statements of Stockholders’ Equity
Years
Ended March 31, 2010 and 2009
(In
Thousands, Except Share Data)
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Retained
|
Comprehensive
|
Treasury
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Income
|
Stock
|
Total
|
||||||||||||||||||||||
Balance,
April 1, 2008
|
451,464 | $ | 9 | $ | 8,491 | $ | 10,114 | $ | 247 | $ | (6,985 | ) | $ | 11,876 | ||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||
Net
income
|
791 | 791 | ||||||||||||||||||||||||||
Change
in unrealized appreciation on available-for-sale securities, net of taxes
of $321
|
535 | 535 | ||||||||||||||||||||||||||
Total
comprehensive income
|
1,326 | |||||||||||||||||||||||||||
Treasury
shares purchased
|
(25,684 | ) | (889 | ) | (889 | ) | ||||||||||||||||||||||
Dividends
on common stock, $0.75 per share
|
(345 | ) | (345 | ) | ||||||||||||||||||||||||
Transfer
of Unallocated Recognition and Retention Shares to Treasury
Shares
|
125 | (125 | ) | — | ||||||||||||||||||||||||
Stock
options exercised
|
9,452 | 168 | 164 | 332 | ||||||||||||||||||||||||
Incentive
compensation
|
(19 | ) | (19 | ) | ||||||||||||||||||||||||
Incentive
shares issued
|
26 |
_
|
26 | |||||||||||||||||||||||||
Balance,
March 31, 2009
|
435,232 | 9 | 8,791 | 10,560 | 782 | (7,835 | ) | 12,307 | ||||||||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||
Net
loss
|
(30 | ) | (30 | ) | ||||||||||||||||||||||||
Change
in unrealized appreciation on available-for-sale securities,
net of taxes of $149
|
194 | 194 | ||||||||||||||||||||||||||
Total
comprehensive income
|
164 | |||||||||||||||||||||||||||
Treasury
shares purchased
|
(2,034 | ) | (70 | ) | (70 | ) | ||||||||||||||||||||||
Dividends
on common stock, $0.80 per share
|
(348 | ) | (348 | ) | ||||||||||||||||||||||||
Incentive
compensation
|
(29 | ) | (29 | ) | ||||||||||||||||||||||||
Incentive
shares issued
|
21 |
|
21 | |||||||||||||||||||||||||
Balance,
March 31, 2010
|
433,198 | $ | 9 | $ | 8,783 | $ | 10,182 | $ | 976 | $ | (7,905 | ) | $ | 12,045 |
See Notes to Consolidated Financial
Statements
26
First
Robinson Financial Corporation
Consolidated
Statements of Cash Flows
Years
Ended March 31, 2010 and 2009
(In
Thousands)
2010
|
2009
|
|||||||
Operating
Activities
|
||||||||
Net
income (loss)
|
$ | (30 | ) | $ | 791 | |||
Items
not requiring (providing) cash
|
||||||||
Depreciation
and amortization
|
316 | 272 | ||||||
Provision
for loan losses
|
1,297 | 220 | ||||||
Amortization
of premiums and discounts on securities
|
307 | (15 | ) | |||||
Amortization
of loan-servicing rights
|
101 | 75 | ||||||
Impairment
of loan servicing rights
|
— | 54 | ||||||
Compensation
related to incentive plan
|
21 | 26 | ||||||
Compensation
related to options exercised
|
— | 182 | ||||||
Deferred
income taxes
|
178 | 128 | ||||||
Originations
of mortgage loans held for sale
|
(27,552 | ) | (19,605 | ) | ||||
Proceeds
from the sale of mortgage loans
|
28,199 | 19,545 | ||||||
Net
gain on sale of loans
|
(343 | ) | (231 | ) | ||||
Net
loss on sale of foreclosed property
|
2 | 4 | ||||||
Net
realized gain on sale of securities
|
(106 | ) | (2 | ) | ||||
Loss
on cost basis equity security
|
197 | — | ||||||
Cash
surrender value of life insurance
|
(51 | ) | (57 | ) | ||||
Changes
in
|
||||||||
Interest
receivable
|
(82 | ) | (66 | ) | ||||
Other
assets
|
(1,111 | ) | (173 | ) | ||||
Interest
payable
|
(79 | ) | 68 | |||||
Other
liabilities
|
(77 | ) | (48 | ) | ||||
Prepaid
income taxes
|
(299 | ) | (240 | ) | ||||
Net
cash provided by operating activities
|
888 | 928 | ||||||
Investing
Activities
|
||||||||
Purchases
of available-for-sale securities
|
(31,100 | ) | (33,917 | ) | ||||
Proceeds
from maturities of available-for-sale securities
|
3,820 | 2,100 | ||||||
Proceeds
from sales of available-for-sale securities
|
15,448 | 953 | ||||||
Repayment
of principal on mortgage-backed securities
|
12,500 | 7,152 | ||||||
Purchase
of Federal Reserve Bank and Federal Home Loan Bank stocks
|
(197 | ) | (3 | ) | ||||
Net
change in loans
|
(15,047 | ) | (10,560 | ) | ||||
Purchase
of premises and equipment
|
(390 | ) | (1,323 | ) | ||||
Proceeds
from sale of foreclosed assets
|
44 | 86 | ||||||
Net
cash used in investing activities
|
(14,922 | ) | (35,512 | ) |
27
First
Robinson Financial Corporation
Consolidated
Statements of Cash Flows (Continued)
Years
Ended March 31, 2010 and 2009
(In
Thousands)
2010
|
2009
|
|||||||
Financing
Activities
|
||||||||
Net
increase in demand deposits, money market, NOW and savings
accounts
|
$ | 12,600 | $ | 15,125 | ||||
Net
increase (decrease) in time deposits
|
(3,376 | ) | 21,065 | |||||
Proceeds
from FHLB advances
|
5,500 | — | ||||||
Repayment
of FHLB advances
|
(5,500 | ) | — | |||||
Proceeds
from other borrowings
|
111,354 | 134,176 | ||||||
Repayment
of other borrowings
|
(103,647 | ) | (140,515 | ) | ||||
Net
change in short-term borrowings
|
1,700 | — | ||||||
Proceeds
received from exercise of options
|
— | 150 | ||||||
Purchase
of incentive plan shares
|
(29 | ) | (19 | ) | ||||
Purchase
of treasury shares
|
(70 | ) | (889 | ) | ||||
Dividends
paid
|
(348 | ) | (345 | ) | ||||
Net
increase in advances from borrowers for taxes and
insurance
|
30 | 17 | ||||||
Net
cash provided by financing activities
|
18,214 | 28,765 | ||||||
Increase
(Decrease) in Cash and Cash Equivalents
|
4,180 | (5,819 | ) | |||||
Cash
and Cash Equivalents, Beginning of Year
|
13,709 | 19,528 | ||||||
Cash
and Cash Equivalents, End of Year
|
$ | 17,889 | $ | 13,709 | ||||
Supplemental
Cash Flows Information
|
||||||||
Interest
paid
|
$ | 3,310 | $ | 3,064 | ||||
Income
taxes paid (net of refunds)
|
— | 428 | ||||||
Real
estate acquired in settlement of loans
|
52 | 120 |
See Notes to Consolidated Financial
Statements
28
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
1:
|
Nature
of Operations and Summary of Significant Accounting
Policies
|
Nature
of Operations
First
Robinson Financial Corporation (the “Company”) is a financial holding company
whose principal activity is the ownership and management of its wholly-owned
subsidiary, First Robinson Savings Bank, N.A. (the “Bank”). The Bank
is primarily engaged in providing a full range of banking and financial services
to individual and corporate customers in Crawford and surrounding counties in
Illinois and Knox and surrounding counties in Indiana. The Bank is
subject to competition from other financial institutions. The Company
and the Bank are subject to the regulation of certain federal and state agencies
and undergo periodic examinations by those regulatory authorities.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and the
Bank. All significant inter-company accounts and transactions have
been eliminated in consolidation.
The
consolidated financial statements of the Company have been prepared in
conformity with accounting principles generally accepted in the United States of
America and conform to predominate practice within the banking
industry.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. 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 revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Material
estimates that are particularly susceptible to significant change relate to the
determination of the allowance for loan losses, the valuation of real estate
acquired in connection with foreclosures or in satisfaction of loans, Federal
Home Loan Bank stock impairment, valuation of deferred tax assets and loan
servicing rights.
Cash
Equivalents
The
Company considers all liquid investments with original maturities of three
months or less to be cash equivalents. At March 31, 2010 and 2009,
cash equivalents consisted primarily of federal funds sold and interest-earning
and non-interest earning demand deposits in banks.
One or
more of the financial institutions holding the Company’s cash accounts are
participating in the FDIC’s Transaction Account Guarantee
Program. Under the program, through December 31, 2010, all
non-interest-bearing transaction accounts at these institutions are fully
guaranteed by the FDIC for the entire amount of the account.
For
financial institutions opting out of the FDIC’s Transaction Account Guarantee
Program or interest-bearing cash accounts, the FDIC’s insurance limit increased
to $250,000, effective October 3, 2008. The increase in federally
insured limits is currently set to expire December 31, 2013.
29
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Securities
Securities
are classified as “available for sale” and recorded at fair value, with
unrealized gains and losses excluded from earnings and reported in other
comprehensive income. Purchased premiums and discounts are recognized
in interest income using the interest method over the terms of the
securities. Gains and losses on the sale of securities are recorded
on the trade date and are determined using the specific identification
method.
Effective
April 1, 2009, the Company adopted new accounting guidance related to
recognition and presentation of other-than-temporary impairment (ASC
320-10). When the Company does not intend to sell a debt security,
and it is more likely than not, the Company will not have to sell the security
before recovery of its cost basis, it recognizes the credit component of an
other-than-temporary impairment of a debt security in earnings and the remaining
portion in other comprehensive income.
Loans
Held for Sale
Mortgage
loans originated and intended for sale on the secondary market are carried at
the lower of cost or fair value in the aggregate. Net realized losses, if any,
are recognized through a valuation allowance by charges to
income. Gains and losses on loan sales are recorded in non-interest
income, and direct loan origination costs and fees are recognized at origination
of the loan and are recognized in non-interest income upon sale of the
loan.
Loans
Loans
that management has the intent and ability to hold for the foreseeable future or
until maturity or payoffs are reported at their outstanding principal balances
adjusted for charge-offs, the allowance for loan losses, and any unamortized
deferred fees or costs on originated loans.
For loans
amortized at cost, interest income is accrued based on the unpaid principal
balance. Loan origination fees, net of certain direct origination
costs, as well as premiums and discounts, are deferred and amortized as a level
yield adjustment over the respective term of the loan.
The
accrual of interest on mortgage and commercial loans is discontinued at the time
the loan is 90 days past due unless the credit is well-secured and in process of
collection. Past due status is passed on contractual terms of the
loan. In all cases, loans are placed on nonaccrual 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 nonaccrual or
charged off are 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 basis
when all the principal and interest amounts contractually due are brought
current and future payments are reasonable assured.
30
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Allowance
for Loan Losses
The
allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to income. Loan
losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. Subsequent
recoveries, if any, are credited to the allowance.
The
allowance for loan losses is evaluated on a regular basis by management and is
based upon management’s periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect the borrower’s ability to repay, estimated
value of any underlying collateral, and prevailing economic
conditions. This evaluation is inherently subjective, as it requires
estimates that are susceptible to significant revision as more information
becomes available. Management’s evaluation is also subject to review
and potential change, by bank regulatory authorities.
The
allowance consists of allocated and general components. The allocated
component relates to loans that are classified as impaired. For those
loans that are classified as impaired, an allowance is established when the
discounted cash flows (or collateral value or observable market price) of the
impaired loan is lower than the carrying value of that loan. The
general component covers nonclassified loans and is based on historical
charge-off experience and expected loss given default derived from the Company’s
internal risk rating process. Other adjustments may be made to the
allowance for pools of loans after an assessment of internal and external
influences on credit quality that are not fully reflected in the historical loss
or risk rating data.
A loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due, according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that
experience insignificant payment delays and payment shortfalls generally are not
classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower’s
prior payment record, and the amount of the shortfall in relation to the
principal and interest owed. Impairment is measured on a loan-by-loan
basis for commercial and construction loans by either the present value of
expected future cash flows discounted at the loan’s effective interest rate, the
loan’s obtainable market price, or the fair value of the collateral if the loan
is collateral dependent.
Groups of
loans with similar risk characteristics, including individually evaluated loans
not determined to be impaired, are collectively evaluated for impairment based
on the group’s historical loss experience adjusted for changes in trends,
conditions and other relevant factors that affect repayment of the
loans. Accordingly, the Company does not separately identify
individual consumer and residential loans for impairment measurements, unless
such loans are the subject of a restructuring agreement due to financial
difficulties of the borrower.
31
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Premises
and Equipment
Depreciable
assets are stated at cost less accumulated depreciation. Depreciation
is charged to expense using the straight-line method over the estimated useful
lives of the assets. Estimated lives are generally 30 to 40 years for
premises and 3 to 5 years for equipment.
Federal
Reserve Bank Stock
Federal
Reserve Bank stock is a required investment for institutions that are members of
the Federal Reserve Bank systems. The required investment in the
common stock is based on a predetermined formula, carried at cost and evaluated
for impairment.
Federal
Home Loan Bank Stock
Federal
Home Loan Bank stock is stated at cost and is a required investment for
institutions that are members of the Federal Home Loan Bank system. The required
investment in the common stock is based on a predetermined formula, carried at
cost and evaluated for impairment.
The
Company owns approximately $836,000 of Federal Home Loan Bank of Chicago
(“FHLB”) stock as of March 31, 2010 and 2009. During the third quarter of
2007, FHLB received a Cease and Desist Order from their regulator, the Federal
Housing Finance Board. The order prohibits capital stock repurchases and
redemptions until a time to be determined by the Federal Housing Finance Board.
The FHLB will continue to provide liquidity and funding through advances. With
regard to dividends, the FHLB will continue to assess their dividend capacity
each quarter and may make appropriate request for approval from their regulator.
The FHLB did not pay a dividend during the fourth quarter of 2007, the calendar
year of 2008, or the calendar year of 2009. Management performed an analysis and
determined the cost method investment in FHLB stock is ultimately recoverable
and therefore not impaired as of March 31, 2010 and 2009.
Foreclosed
Assets Held for Sale
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at the lower of the carrying value of the loan or fair value
at the date of foreclosure, establishing a new cost basis. Subsequent
to foreclosure, management periodically performs valuations and the assets are
carried at the lower of carrying amount or fair value less cost to
sell. Revenue and expenses from operations and changes in the
valuation allowance are included in net income or expense from foreclosed
assets.
Mortgage
Servicing Rights
Mortgage
servicing assets are recognized separately when rights are acquired through
purchase or through sale of financial assets. Under the servicing
assets and liabilities accounting guidance (ASC 860-50), servicing rights
resulting from the sale or securitization of loans originated by the Company are
initially measured at fair value at the date of transfer. The Company
subsequently measures each class of servicing asset using the amortization
method. Under the amortization method, servicing rights are amortized
in proportion to and over the period of estimated net servicing
income. The amortized assets are assessed for impairment or increased
obligation based on fair value at each reporting date.
32
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Fair
value is based on market prices for comparable mortgage servicing contracts,
when available, or alternatively, is based on a valuation model that calculates
the present value of estimated future net servicing income. The
valuation model incorporates assumptions that market participants would use in
estimating future net servicing income, such as the cost to service, the
discount rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment speeds and default rates and losses. These variables
change from quarter to quarter as market conditions and projected interest rates
change, and may have an adverse impact on the value of the mortgage servicing
right and may result in a reduction to noninterest income.
Each
class of separately recognized servicing assets subsequently measured using the
amortization method are evaluated and measured for
impairment. Impairment is determined by stratifying rights into
tranches based on predominant characteristics, such as interest rate, loan type
and investor type. Impairment is recognized through a valuation
allowance for an individual tranche, to the extent that fair value is less than
the carrying amount of the servicing assets for that tranche. The
valuation allowance is adjusted to reflect changes in measurement of impairment
after the initial measurement of impairment. Changes in valuation
allowances are reported with charges and other fees on loans on the income
statement. Fair value in excess of the carrying amount of servicing
assets for that stratum is not recognized.
Servicing
fee income is recorded for fees earned for servicing loans. The fees
are based on a contractual percentage of the outstanding principal or a fixed
amount per loan and are recorded as income when earned. The
amortization of mortgage servicing rights is netted against loan servicing fee
income.
Incentive
Plans
The
Company accounts for its recognition and retention plan (RRP) in accordance with
Accounting Principle Board Opinion (APB) No. 25, Accounting for Stock Issued to
Employees. The aggregate purchase price of all shares owned by
the incentive plan is reflected as a reduction of stockholder’s
equity. Compensation expense is based on the market price of the
Company’s stock on the date the shares are granted and is recorded over the
vesting period. The difference between the aggregate purchase price
and the fair value on the date granted of the shares earned is recorded as an
adjustment to additional paid-in capital.
In
addition, the Company has a Director’s Retirement Plan (DRP) deferred
compensation plan where certain directors’ fees earned are deferred and placed
in a “Rabbi Trust”. The DRP purchases stock of the Company with the
funds. The deferred liability is equal to the shares owned multiplied
by the market value at year-end. The deferred value of the shares
purchased are netted from additional paid in capital. The change in
share price is reflected as compensation expense subject to the transitional
provisions for shares held by the Rabbi Trust at September 30,
1998. For the year ended March 31, 2010 and 2009, the Company
recognized decreases to expense of $100,000 and $14,000, respectively, related
to the decrease in the value of its common stock held in the Rabbi
Trust.
33
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Treasury
Stock
Treasury
stock is stated at cost. Cost is determined by the first-in,
first-out method.
Stock
Options
At
March 31, 2010 and 2009, the Company has a stock-based employee
compensation plan, which is described more fully in Note 16. The Company
accounts for this plan under the recognition and measurement principles of APB
Opinion No. 25, Accounting for
Stock Issued to Employees, and related
Interpretations. Historically, stock-based employee compensation cost
is not reflected in net income until options are exercised. All
options granted under this plan had an exercise price equal to the market value
of the underlying common stock on the grant date and were fully vested and
exercised prior to March 31, 2010 and 2009.
Income
Taxes
The
Company accounts for income taxes in accordance with income tax accounting
guidance (ASC 740, Income
Taxes). The income tax accounting guidance results in two
components of income tax expense: current and
deferred. Current income tax expense reflects taxes to be paid or
refunded for the current year by applying the provisions of the enacted tax law
to the taxable income or excess of deductions over revenues. The
Company determines deferred income taxes using the balance sheet
method. Under this method, the net deferred tax asset or liability is
based on the tax effects of the differences between the book and tax bases of
assets and liabilities, and enacted changes in tax rates and laws are recognized
in the period in which they occur.
Deferred
income tax expense results from changes in deferred tax asses and liabilities
between periods. Deferred tax assets are recognized if it is more
likely than not, based on the technical merits, that the tax position will be
realized or sustained upon examination. The term more likely than not
means a likelihood of more than 50 percent; the terms examined and upon
examination also include resolution of the related appeals or litigation
processes, if any. A tax position that meets the more-likely-than-not
recognition threshold is initially and subsequently measured as the largest
amount of tax benefit that has a greater than 50 percent likelihood of being
realized upon settlement with a taxing authority that has full knowledge of all
relevant information. The determination of whether or not a tax
position has met the more-likely-than-not recognition threshold considers the
facts, circumstances and information available at the reporting date is subject
to management’s judgment. Deferred tax assets are reduced by a
valuation allowance if, based on the weight of evidence available, it is more
likely than not that some portion or all of a deferred tax asset will not be
realized.
The
Company recognizes interest and penalties on income taxes as a component of
income tax expense. The Company files consolidated income tax returns
with its subsidiary.
Earnings
Per Share
Earnings
per share have been computed based upon the weighted-average common shares
outstanding during each year. Unallocated incentive shares have been excluded
from the computation of average shares outstanding. Diluted earnings per share
computations are based upon the weighted average number of shares outstanding
during the period plus the dilutive effect of outstanding stock options and
incentive plan shares.
34
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Comprehensive
Income
Comprehensive
income consists of net income (loss) and other comprehensive income, net of
applicable income taxes. Other comprehensive income includes
unrealized appreciation (depreciation) on available for sale
securities.
Adoption
of New Accounting Standards
On June
29, 2009, the FASB issued FASB ASC No. 105, formerly Statement of Financial
Accounting Standards No. 168 (“SFAS 168”) “Accounting Standards
Codification™ and the Hierarchy of Generally
Accepted Accounting Principles” – a replacement of FASB Statement No.
162. FASB ASC No. 105 establishes the FASB Accounting Standards
Codification™as
a source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with US GAAP. FASB ASC No. 105 was effective for
financial statements issued for interim and annual reporting periods ending
after September 15, 2009, for most entities. On the effective date,
all non-SEC accounting and reporting standards were superceded. The
Company adopted FASB ASC No. 105 for the quarterly period ended September 30,
2009, as required, and adoption did not have a material impact on the Company’s
consolidated financial statements.
Effective
September 15, 2009, Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) No. 815-10-65-1, formerly Statement No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133”, which was originally issued in March 2008, requires
enhanced qualitative disclosures about objectives and strategies for using
derivatives, quantitative disclosures about fair value amounts of and gains and
losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative agreements. FASB ASC No. 815-10-65-1 was
effective for the Company for the interim period beginning April 1, 2009, and
did not have an effect on the Company’s condensed consolidated financial
statements.
In April
2009, the FASB issued FASB ASC No. 820, formerly FASB Staff Position
FAS 157-4,“Determining Fair
Value When the Volume and Level of Activity For the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly”. FASB ASC No. 820 provides additional guidance for estimating
fair value when the volume and level of activity for the asset or liability have
decreased significantly. FASB ASC No. 820 also provides guidance on
identifying circumstances that indicate a transaction is not
orderly. The provisions of FASB ASC No. 820 were effective for the
Company’s interim period ended June 30, 2009 and did not have a material effect
on the Company’s condensed consolidated financial statements.
In April
2009, FASB ASC No. 320-10 and FASB ASC No. 958-320, formerly FASB Staff
Positions FAS 115-2 and FAS 124-2, “Recognition and Presentation
of Other-Than-Temporary Impairments” were issued. FASB ASC No.
320-10 and FASB ASC No. 958-320 establish methodologies of determining and
recording other-than-temporary impairments of debt securities and expands
disclosures about fair value measurements. The provisions were
effective for the Company’s interim period ended June 30, 2009 and are reflected
in the Company’s condensed consolidated financial statements.
35
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
In April
2009, the FASB issued FASB ASC No. 825-10-50 and FASB ASC No. 270-10, formerly
FASB Staff Position on FAS 107-1 and APB 28-1, “Interim Disclosures About Fair
Value of Financial Instruments”. FASB ASC No. 825-10-50 and
FASB ASC No. 270-10 require disclosures about fair value of financial
instruments in interim reporting periods of publicly-traded companies that were
previously only required to be disclosed in annual financial
statements. The provisions of the ASC’s were effective for the
Company for the interim period ended June 30, 2009. The disclosure provisions of
these ASC’s are reflected in the Company’s condensed consolidated financial
statements.
In May
2009, the FASB issued FASB ASC No. 855-10, (the ASC), formerly Statement No.
165, “Subsequent
Events”. FASB ASC No. 855-10 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or available to be
issued. The ASC does not apply to subsequent events or transactions
that are within the scope of other generally accepted accounting principles
(GAAP) that provide different guidance on the accounting treatment for
subsequent events or transactions. FASB ASC No. 855-10 was effective
for interim or annual financial periods after June 15, 2009. The
Company adopted the provisions of FASB ASC No 855-10 for the quarter ended June
30, 2009, as required, and adoption did not have a material impact on the
Company’s condensed consolidated financial statements.
In
January 2010, the FASB updated ASC No. 820-10, Improving Disclosures about Fair
Value. A reporting entity should disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value measurements
and describe the reasons for the transfers and in the reconciliation for fair
value measurements using significant unobservable inputs (Level 3) should
present separately information about purchases, sales, issuances and settlements
on a gross basis, rather than a net number. A reporting entity
should also provide fair value measurement disclosures for each class of assets
and liabilities. The amendment is effective for interim and annual
reporting periods beginning after December 15, 2009 except for the disclosure
about purchases, sales, issuances and settlements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. Management has not determined the
impact adoption may have on the Company’s consolidated financial
statements.
New
Accounting Pronouncements Not Yet Effective
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of
Financial Assets”- an amendment of FASB Statement No. 140” which was
codified into ASC Topic 860. Topic 860 will require more information
about transfers of financial assets, including securitization transactions, and
where companies have continuing exposure to the risks related to transferred
financial assets. Topic 860 also eliminates the concept of a
“qualifying special-purpose entity”, changes the requirements for derecognizing
financial assets and requires additional disclosures. Topic 860 was
effective as of the beginning of the Company’s first annual reporting period
that begins after November 15, 2009, for interim periods within that first
annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. The
recognition and measurement provisions of Topic 860 shall be applied to
transfers that occur on or after the effective date. The Company will
adopt Topic 860 on April 1, 2010, as required. The impact
of the adoption is not expected to be material.
36
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
In June,
2009, the FASB issued Statement of Financial Accounting Standards No. 167,
“Amendments to FASB
Interpretation No. 46(R)” which was codified into ASC Topic
810 Topic 810 changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance. Topic 810 will be effective as of the Company’s first
annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting
periods thereafter. Earlier adoption is prohibited. The
Company will adopt Topic 810 on April 1, 2010, as required. The
impact of the adoption is not expected to be material.
Note
2:
|
Restriction
on Cash and Due From Banks
|
The
Company is required to maintain reserve funds in cash and/or on deposit with the
Federal Reserve Bank. The reserve required at March 31, 2010, was
$1,460,000 and $1,237,000 for March 31, 2009.
Note
3:
|
Available-for-Sale
Securities
|
The
amortized cost and approximate fair values together with gross unrealized gains
and losses of available-for-sale securities are as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Value
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
March
31, 2010
|
||||||||||||||||
U.S.
government sponsored enterprises (GSE)
|
$ | 14,852 | $ | 339 | $ | — | $ | 15,191 | ||||||||
Mortgage-backed
securities, GSE, residential
|
35,308 | 1,186 | 22 | 36,472 | ||||||||||||
State
and political subdivisions
|
3,644 | 96 | 4 | 3,736 | ||||||||||||
$ | 53,804 | $ | 1,621 | $ | 26 | $ | 55,399 | |||||||||
March
31, 2009
|
||||||||||||||||
U.S.
government sponsored enterprises (GSE)
|
$ | 9,793 | 199 | $ | — | $ | 9,992 | |||||||||
Mortgage-backed
securities, GSE, residential
|
39,878 | 1,045 | 22 | 40,901 | ||||||||||||
State
and political subdivisions
|
5,002 | 52 | 22 | 5,032 | ||||||||||||
$ | 54,673 | $ | 1,296 | $ | 44 | $ | 55,925 |
37
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
The
amortized cost and fair value of available-for-sale securities at March 31,
2010, by contractual maturity, are shown below. 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.
Amortized
Cost
|
Fair
Value
|
|||||||
(In
thousands)
|
||||||||
Within
one year
|
$ | 3,477 | $ | 3,506 | ||||
One
to five years
|
13,854 | 14,231 | ||||||
Five
to ten years
|
1,165 | 1,190 | ||||||
18,496 | 18,927 | |||||||
Mortgage-backed
securities, GSE, residential
|
35,308 | 36,472 | ||||||
Totals
|
$ | 53,804 | $ | 55,399 |
The
carrying value of securities pledged as collateral, to secure public deposits
and for other purposes, was $21,035,000 at March 31, 2010, and $16,608,000 at
March 31, 2009.
The book
value of securities sold under agreements to repurchase amounted to $20,933,000
and $11,853,000 at March 31, 2010 and 2009, respectively.
Available-for-sale
securities sold during the fiscal year ended March 31, 2010 resulted in gross
gains of $113,000 and gross losses of $7,000 being realized. During
the fiscal year ended March 31, 2009, available-for-sale securities sold
resulted in a gross gain of $4,000 and a gross loss of $2,000.
Certain
investments in debt securities are reported in the financial statements at an
amount less than their historical cost. Total fair value of these
investments at March 31, 2010 and 2009, was $3,242,000 and $6,947,000,
respectively, which is approximately 5.9% and 12.4%, respectively, of the
Company’s available-for-sale investment portfolio. These declines
primarily resulted from recent changes in market interest rates.
Management
believes the declines in fair value for these securities are temporary. The
following table shows our investments’ gross unrealized losses and fair value of
the Company’s investments with unrealized losses that are not deemed to be
other-than-temporarily impaired, (in thousands), aggregated by investment
category and length of time that individual securities have been in a continuous
unrealized loss position at March 31, 2010 and 2009.
38
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Description of Securities
|
Less than 12 Months
|
More than 12 Months
|
Total
|
|||||||||||||||||||||
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
Fair Value
|
Unrealized
Losses
|
|||||||||||||||||||
As
of March 31, 2010
|
||||||||||||||||||||||||
Mortgage-backed
securities, GSE, residential
|
$ | 2,712 | $ | 22 | $ | — | $ | — | $ | 2,712 | $ | 22 | ||||||||||||
State
and political subdivisions
|
303 | 2 | 227 | 2 | 530 | 4 | ||||||||||||||||||
Total
temporarily impaired securities
|
$ | 3,015 | $ | 24 | $ | 227 | $ | 2 | $ | 3,242 | $ | 26 | ||||||||||||
As
of March 31, 2009
|
||||||||||||||||||||||||
Mortgage-backed
securities, GSE, residential
|
$ | 6,307 | $ | 20 | $ | 125 | $ | 2 | $ | 6,432 | $ | 22 | ||||||||||||
State
and political subdivisions
|
290 | 16 | 225 | 6 | 515 | 22 | ||||||||||||||||||
Total
temporarily impaired securities
|
$ | 6,597 | $ | 36 | $ | 350 | $ | 8 | $ | 6,947 | $ | 44 |
Note
4:
|
Loans
and Allowance for Loan Losses
|
Categories
of loans at March 31, include:
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Loans
held for sale
|
$ | 88 | $ | 392 | ||||
Residential
real estate
|
46,466 | 43,511 | ||||||
Multi-family
real estate
|
2,780 | 1,242 | ||||||
Commercial
and agriculture real estate
|
18,155 | 14,793 | ||||||
Real
estate construction and development property
|
5,130 | 2,624 | ||||||
State
and municipal government
|
1,885 | 2,172 | ||||||
Consumer
and other
|
9,834 | 7,783 | ||||||
Commercial
business and agricultural finance
|
18,883 | 17,835 | ||||||
Total
loans
|
103,221 | 90,352 | ||||||
Less
|
||||||||
Deferred
loan fees
|
4 | 4 | ||||||
Undisbursed
portion of loans
|
2,093 | 2,811 | ||||||
Allowance
for loan losses
|
973 | 780 | ||||||
Net
loans
|
$ | 100,151 | $ | 86,757 |
39
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Activity
in the allowance for loan losses was as follows:
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Balance,
beginning of year
|
$ | 780 | $ | 727 | ||||
Provision
charged to expense
|
1,297 | 220 | ||||||
Losses
charged off, net of recoveries of $55 for 2010 and $28 for
2009
|
(1,104 | ) | (167 | ) | ||||
Balance,
end of year
|
$ | 973 | $ | 780 |
The
increase in charge off amounts, for the fiscal year ending March 31, 2010, was
due to the net loss of $972,000 on a loan to a bank holding company secured by
the stock of a financial institution. The financial institution was
placed into receivership by the FDIC in December 2009.
As of
March 31, 2010 and 2009, the Company had $123,000 and $146,000, respectively, in
troubled debt restructurings.
A loan is
considered impaired, in accordance with the impairment accounting guidance (ASC
310-10-35-6), when based on current information and events, it is probable the
Company will be unable to collect all amounts due from the borrower in
accordance with the contractual terms of the loan.
The
following table presents the Company’s impaired and non-accrual loans at March
31, 2010 and 2009. The Company had no loans past due 90 days or more
and still accruing at March 31, 2010 or 2009.
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Impaired
loans with a valuation allowance
|
$ | 110 | $ | 154 | ||||
Impaired
loans without a valuation allowance
|
71 | 102 | ||||||
Total
impaired loans
|
$ | 181 | $ | 256 | ||||
Valuation
allowance related to impaired loans
|
$ | 44 | $ | 40 | ||||
Total
non-accrual loans
|
$ | 135 | $ | 235 | ||||
Average
investment in impaired loans
|
$ | 188 | $ | 214 | ||||
Interest
income recognized on impaired loans
|
$ | 14 | $ | 5 | ||||
Interest
income recognized on a cash basis on impaired loans
|
$ | 9 | $ | 5 |
40
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
5:
|
Premises
and Equipment
|
Major
classifications of premises and equipment stated at cost, are as
follows:
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Land
|
$ | 1,156 | $ | 1,095 | ||||
Buildings
and improvements
|
3,442 | 3,429 | ||||||
Equipment
|
2,809 | 2,509 | ||||||
7,407 | 7,033 | |||||||
Less
accumulated depreciation
|
3,389 | 3,093 | ||||||
Net
premises and equipment
|
$ | 4,018 | $ | 3,940 |
Note
6:
|
Loan
Servicing
|
Mortgage
loans serviced for others are not included in the accompanying consolidated
balance sheets. The unpaid principal balances of mortgage loans
serviced for others was $56,237,000 and $36,100,000 at March 31, 2010 and 2009,
respectively.
Custodial
escrow balances maintained in connection with the foregoing loan servicing, and
included in demand deposits, were approximately $687,000 and $1,270,000 at March
31, 2010 and 2009, respectively.
The
aggregate fair value of capitalized mortgage servicing rights at March 31,
2010 and 2009 totaled $422,000 and $243,000, respectively, and are included in
“other assets” on the consolidated balance sheets. Comparable market
values and a valuation model that calculates the present value of future cash
flows were used to estimate fair value. For purposes of measuring
impairment, risk characteristics, including type of loan and origination date,
were used to stratify the originated mortgage servicing rights.
41
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Mortgage
servicing rights
|
||||||||
Balance,
beginning of year
|
$ | 297 | $ | 194 | ||||
Servicing
rights capitalized
|
272 | 178 | ||||||
Amortization
of servicing rights
|
(101 | ) | (75 | ) | ||||
Balance,
end of year
|
468 | 297 | ||||||
Valuation
allowances
|
||||||||
Balance,
beginning of year
|
54 | — | ||||||
Additions
|
— | 54 | ||||||
Reduction
due to payoff of loans
|
(8 | ) | — | |||||
Balance,
end of year
|
46 | 54 | ||||||
Mortgage
servicing assets, net
|
$ | 422 | $ | 243 |
During
the fiscal year ended March 31, 2009, a valuation allowance of $54,000 was
necessary to adjust the aggregate cost basis of the mortgage servicing right
asset to fair market value. The valuation allowance was reduced
during the year ended March 31, 2010 due to payments received on the related
loans.
For
purposes of measuring impairment, risk characteristics (including product type,
investor type, and interest rates) were used to stratify the originated mortgage
servicing rights.
Note
7:
|
Interest-bearing
Deposits
|
Interest-bearing
time deposits in denominations of $100,000 or more were $21,356,000 on March 31,
2010, and $26,628,000 on March 31, 2009.
At March
31, 2010, the scheduled maturities (in thousands) of time deposits are as
follows:
2011
|
$ | 30,013 | ||
2012
|
19,398 | |||
2013
|
4,874 | |||
2014
|
1,496 | |||
2015
|
1,272 | |||
Thereafter
|
636 | |||
$ | 57,689 |
42
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
8:
|
Other
Borrowings
|
Other
borrowings included the following at March 31:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Securities
sold under repurchase agreements
|
$ | 17,621 | $ | 9,914 |
Securities
sold under agreements to repurchase consist of obligations of the Company to
other parties. The obligations are secured by investments and such
collateral is held by the Company in safekeeping at UMB Bank,
n.a. The maximum amount of outstanding agreements at any month end
during 2010 and 2009 totaled $20,023,000 and $18,761,000, respectively, and the
monthly average of such agreements totaled $15,222,000 and $15,929,000 for 2010
and 2009, respectively. The average rates on the agreements during 2010 and 2009
were 0.22% and 0.86%, respectively. The average rate at March 31 2010 was 0.14%
and 0.30% at March 31, 2009. The agreements at March 31, 2010, mature
periodically within 24 months.
The
Company has a repurchase agreement with one customer with an outstanding balance
of $11.9 million at March 31, 2010. The repurchase agreement matures
daily.
Note
9:
|
Lines
of Credit
|
The
Company maintains a $2.5 million revolving line of credit note payable, of which
$1.7 million was outstanding at March 31, 2010 and no balance outstanding as of
March 31, 2009, with an unaffiliated financial institution. The note payable
bears interest tied to the prime commercial rate with a floor of 3.50%, the rate
at March 31, 2010, matures on September 30, 2010, and is secured by the stock of
the national bank owned by the Company.
The
Company maintains a $5,000,000 revolving line of credit, of which none was
outstanding at March 31, 2010 and 2009, with an unaffiliated financial
institution. The line bears interest at the federal funds rate of the financial
institution (1.0% at March 31, 2010), has an open-end maturity and is unsecured
if used for less than fifteen (15) consecutive business days.
The
Company has also established borrowing capabilities at the Federal Reserve Bank
of St. Louis discount window. Investment securities of $3,000,000 have been
pledged as collateral. As of March 31, 2010 and 2009, no amounts were
outstanding. The primary credit borrowing rate at March 31,
2010 was 0.75%, has an overnight term, and has no restrictions on use of the
funds borrowed.
43
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
10:
|
Federal
Home Loan Bank Advances and
Deposits
|
The
Company maintains a $25,163,000 line of credit with the Federal Home Loan Bank
of Chicago (“FHLB”). No FHLB advances were outstanding as of the
years ended March 31, 2010 and 2009. The line of credit is decreased
by $944,000 in credit enhancements related to the Mortgage Partnership Program
with the FHLB resulting in an available balance of $24,219,000. The
line of credit is secured by one-to four-family mortgage loans totaling
$35,317,000 at March 31, 2010.
At March
31, 2010 and 2009, the amount of interest bearing deposits invested with the
Federal Home Loan Bank of Chicago were $1,930,000 and $713,000,
respectively.
Note
11:
|
Income
Taxes
|
The
Company files income tax returns in the U.S. federal, state of Illinois and
state of Indiana jurisdictions. With a few exceptions, the Company is
no longer subject to U.S. federal and Illinois income tax examinations by tax
authorities for years before 2006. During the years ended March 31,
2010 and 2009, the Company did not recognize expense for interest or
penalties.
The
provision (benefit) for income taxes includes these components:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Taxes
currently payable (refundable)
|
$ | (300 | ) | $ | 163 | |||
Deferred
income taxes
|
178 | 128 | ||||||
Income
tax expense (benefit)
|
$ | (122 | ) | $ | 291 |
A
reconciliation of income tax expense (benefit) at the statutory rate to the
Company’s actual income tax expense (benefit) is shown below:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Computed
at the statutory rate (34%)
|
$ | (52 | ) | $ | 368 | |||
Increase
(decrease) resulting from
|
||||||||
Tax
exempt interest
|
(73 | ) | (54 | ) | ||||
State
income taxes
|
(13 | ) | 43 | |||||
Life
insurance cash value
|
(17 | ) | (19 | ) | ||||
Change
in the deferred tax asset valuation allowance
|
76 | — | ||||||
Other
|
(43 | ) | (47 | ) | ||||
Actual
tax expense (benefit)
|
$ | (122 | ) | $ | 291 |
44
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
The tax
effects of temporary differences related to deferred taxes shown on the
consolidated balance sheets were:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Deferred
tax assets
|
||||||||
Allowance
for loan losses
|
$ | 378 | $ | 311 | ||||
Deferred
compensation
|
179 | 166 | ||||||
Capital
loss
|
76 | — | ||||||
Other
|
21 | 20 | ||||||
654 | 497 | |||||||
Deferred
tax liabilities
|
||||||||
Unrealized
gains on available-for-sale securities
|
(619 | ) | (470 | ) | ||||
Depreciation
|
(460 | ) | (371 | ) | ||||
Mortgage
servicing rights
|
(125 | ) | — | |||||
Prepaid
assets
|
(45 | ) | — | |||||
Federal
Home Loan Bank Stock dividend
|
(108 | ) | (108 | ) | ||||
(1,357 | ) | (949 | ) | |||||
Net
deferred tax liability before valuation allowance
|
(703 | ) | (452 | ) | ||||
Valuation
Allowance
|
||||||||
Beginning
balance
|
— | — | ||||||
(Increase)
during the period
|
(76 | ) | — | |||||
Ending
balance
|
(76 | ) | — | |||||
Net
deferred tax liability
|
$ | (779 | ) | $ | (452 | ) |
45
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
12:
|
Comprehensive
Income
|
Other
comprehensive income components and related taxes were as follows:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Unrealized
gains on available-for-sale securities
|
$ | 449 | $ | 858 | ||||
Less
reclassification adjustment for realized gains included in
income
|
106 | 2 | ||||||
Other
comprehensive income, before tax effect
|
343 | 856 | ||||||
Less
tax expense
|
149 | 321 | ||||||
Other
comprehensive income related to available-for-sale
securities
|
$ | 194 | $ | 535 |
The
components of accumulated other comprehensive income, included in stockholders’
equity, are as follows:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Net
unrealized gain on securities available for sale
|
$ | 1,595 | $ | 1,252 | ||||
Tax
effect
|
(619 | ) | ( 470 | ) | ||||
Net-of-tax
amount
|
$ | 976 | $ | 782 |
46
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
13:
|
Regulatory
Matters
|
The Bank
is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company’s consolidated financial
statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank’s assets, liabilities,
and certain off-balance-sheet items as calculated under regulatory accounting
practices. The Bank’s capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum amounts and ratios (set forth in the table below) of total
and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as
defined) and Tier 1 capital (as defined) to average assets (as
defined). Management believes, as of March 31, 2010 and 2009, that
the Bank met all capital adequacy requirements to which it is
subject.
As of
March 31, 2010, the most recent notification from the Comptroller of the
Currency categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized,
the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table. There are no conditions or
events since that notification that management believes have changed the Bank’s
category.
The
Bank’s actual capital amounts and ratios are also presented in the
table. A total of $42,000 and $24,000 were deducted from capital for
interest-rate risk in 2010 and 2009, respectively.
Actual
|
For Capital Adequacy
Purposes |
To Be Well Capitalized
Under Prompt Corrective Action Provisions |
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
|
(Amounts In Thousands)
|
|||||||||||||||||||||||
As of March 31, 2010 | ||||||||||||||||||||||||
Total
risk-based capital (to
risk-weighted assets)
|
$ | 13,520 | 13.2 | % | $ | 8,171 | 8.0 | % | $ | 10,214 | 10.0 | % | ||||||||||||
Tier
I capital (to
risk-weighted assets)
|
$ | 12,532 | 12.3 | % | $ | 4,085 | 4.0 | % | $ | 6,128 | 6.0 | % | ||||||||||||
Tier
I capital (to
average assets)
|
$ | 12,532 | 7.2 | % | $ | 6,988 | 4.0 | % | $ | 8,735 | 5.0 | % | ||||||||||||
As
of March 31, 2009
|
||||||||||||||||||||||||
Total
risk-based capital (to
risk-weighted assets)
|
$ | 12,657 | 14.2 | % | $ | 7,147 | 8.0 | % | $ | 8,934 | 10.0 | % | ||||||||||||
Tier
I capital (to
risk-weighted assets)
|
$ | 11,857 | 13.3 | % | $ | 3,573 | 4.0 | % | $ | 5,360 | 6.0 | % | ||||||||||||
Tier
I capital (to
average assets)
|
$ | 11,857 | 7.5 | % | $ | 6,305 | 4.0 | % | $ | 7,882 | 5.0 | % |
47
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
The Bank
is subject to certain restrictions on the amount of dividends that it may
declare without prior regulatory approval.
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 eligible account holders in an amount equal to the net
worth of the Bank. The special liquidation account will be maintained
for the benefit of eligible account holders and the supplemental eligible
account holders who continue to maintain their accounts in the Bank after June
27, 1997. The special liquidation account was $5,070,000 as of that
date. In the unlikely event of a complete liquidation, each eligible
and supplemental eligible accounts 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.
Note
14:
|
Related
Party Transactions
|
At March
31, 2010 and 2009, the Company had loans outstanding to executive officers,
directors, and significant stockholders and their affiliates (related
parties). Changes in loans to executive officers, directors, and
significant stockholders and their affiliates are as follows:
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Balance,
beginning of year
|
$ | 2,567 | $ | 2,410 | ||||
Additions
|
1,269 | 335 | ||||||
Repayments
|
(1,571 | ) | (178 | ) | ||||
Change
in related parties
|
28 | — | ||||||
Net-of-tax
amount
|
$ | 2,293 | $ | 2,567 |
Deposits
from related parties held by the Company at March 31, 2010 and 2009,
totaled approximately $565,000, and $674,000 respectively.
In
management’s opinion, such loans and other extensions of credit and deposits
were made in the ordinary course of business and were made on substantially the
same terms (including interest rates and collateral) as those prevailing at the
time for comparable transactions with other persons. Further, in
management’s opinion, these loans did not involve more than normal risk of
collectibility or present other unfavorable features.
Note
15:
|
Employee
Benefits
|
The
Company has a defined contribution pension plan covering all employees with six
months of employment and minimum age of 21. Employees may contribute
up to the maximum amount allowed by law annually with the Bank matching 2% of
the employee’s contribution on the first 4% of the employee’s
compensation. Employer contributions charged to expense for 2010 and
2009 were $34,000 and $31,000, respectively. The Company accrued for
a profit sharing contribution that was paid at the end of fiscal year 2010 based
on the employee’s compensation for the calendar year ended December 31,
2009. As of March 31, 2010 and 2009, the employer contribution
charged to expense was $132,000 and $133,000.
48
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Also, the
Company has a deferred compensation agreement with active
Directors. The agreement provides annual contributions of $2,000 per
year per director to be paid on January 1st of each
year. The contributions are used to purchase shares of the
Company’s stock which are held in trust for the Directors until
retirement. The total number of shares in the plan as of March 31,
2010 and 2009 is 15,870 and 15,778 respectively. The difference
between current year and prior year shares outstanding relate to awards of 829
shares and the payment of 737 shares to a director that resigned in January
2008. The cost of the shares held by the Trust is deducted from additional paid
in capital on the consolidated balance sheets. The charge to expense for the
annual contribution was $12,000 and $12,000 for 2010 and 2009,
respectively. Contribution expense was adjusted to reflect the fair
value of the shares to the current market price for the years ended March 31,
2010 and 2009. Contribution expense was decreased by $100,000 for the year ended
March 31, 2010 and $14,000 for the year ended March 31, 2009.
As part
of the conversion in 1997, the Company established an ESOP covering
substantially all employees of the Company. The ESOP acquired 68,770
shares of Company common stock at $10 per share in the conversion with funds
provided by a loan from the Company. Accordingly, $688,000 of common
stock acquired by the ESOP was shown as a reduction of stockholders’
equity. Shares were released to participants proportionately as the
loan was repaid. The loan was repaid in full and all shares were allocated to
participants as of December 31, 2006. Dividends on allocated shares are recorded
as dividends and charged to retained earnings.
2010
|
2009
|
|||||||
Total
allocated ESOP shares
|
63,084 | 64,708 |
The
Company adopted with stockholders approval the Recognition and Retention Plan
(the RRP) on July 29, 1998. The plan provides for the granting of
shares of common stock to the eligible directors, officers, and
employees. The RRP was approved for 42,981 shares of common stock of
the Company. The RRP granted 35,750 shares to existing directors,
officers, and employees with 7,231 available for future grants. The
original granted shares vested in five equal annual installments, with the first
installment vesting immediately upon the plan approval and the last vesting on
July 29, 2002. The vesting of the granted shares could be accelerated
based on certain plan provisions. Directors, officers, and employees
granted shares retain voting rights and, if dividends are paid, dividends during
the vesting period. The RRP continued for a term of ten years and
terminated July 29, 2008 with the remaining 7,231 shares being transferred in
treasury. The Company’s stock price was $17.25 on the RRP approval
date. The Company repurchased 42,981 shares of its common stock
during the year ended March 31, 1999 at a cost of $746,000. There was
no expense recognized under the RRP plan for the years ended March 31, 2010 and
2009, respectively.
49
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
16:
|
Stock
Option Plan
|
The
Company had a fixed option plan under which the Company could grant options that
vested over five (5) years to selected employees for up to 103,155 shares of
common stock. The exercise price of each option is intended to equal
the fair value of the Company's stock on the date of grant. An
option's maximum term is ten (10) years.
With all
options being exercised during the fiscal year ended March 31, 2009 and no
outstanding options remaining, there was no aggregate intrinsic value of stock
options outstanding and exercisable at March 31, 2010 nor March 31,
2009. The aggregate intrinsic value of stock options exercised during
the fiscal year ended March 31, 2009 was $166,000.
A summary
of the status of the plan at March 31, 2009, and changes during the year then
ended is presented below:
2009
|
||||||||
Shares
|
Weighted-
Average Exercise Price |
|||||||
Outstanding,
beginning of year
|
10,190 | $ | 17.25 | |||||
Exercised
|
10,190 | $ | 17.25 | |||||
Outstanding,
end of year
|
— | $ | — | |||||
Options
exercisable, end of year
|
— | $ | — |
50
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
17:
|
Earnings
(Loss) Per Share
|
Earnings
(loss) per share (EPS) were computed as follows:
Year Ended March 31, 2010
|
||||||||||||
Income
|
Weighted-
Average Shares |
Per Share
Amount |
||||||||||
(In
thousands)
|
||||||||||||
Net
income (loss)
|
$ | (30 | ) | 417,734 | ||||||||
Basic
earnings per share
|
||||||||||||
Income
(loss) available to common stockholders
|
$ | (0.07 | ) | |||||||||
Effect
of dilutive securities
|
||||||||||||
Incentive
shares
|
— | — | ||||||||||
Diluted
earnings per share
|
||||||||||||
Income
(loss) available to common stockholders and assumed
conversions
|
$ | (30 | ) | 417,734 | $ | (0.07 | ) |
The
Company had 16,133 incentive plan shares outstanding at March 31, 2010 that were
excluded from the above calculation as they were anti-dilutive.
Year Ended March 31, 2009
|
||||||||||||
Income
|
Weighted-
Average Shares |
Per Share
Amount |
||||||||||
(In
thousands)
|
||||||||||||
Net
income
|
$ | 791 | 431,024 | |||||||||
Basic
earnings per share
|
||||||||||||
Income
available to common stockholders
|
$ | 1.84 | ||||||||||
Effect
of dilutive securities
|
||||||||||||
Incentive
shares
|
— | 16,221 | ||||||||||
Diluted
earnings per share
|
||||||||||||
Income
available to common stockholders and assumed conversions
|
$ | 791 | 447,245 | $ | 1.77 |
51
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
18:
|
Disclosures
about Fair Value of Financial
Instruments
|
ASC Topic
820, Fair Value Measurements
fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement date. Topic 820 also establishes a fair value hierarchy, which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The standard describes three
levels of inputs that may be used to measure fair value:
Level 1
|
Quoted
prices in active markets for identical assets or
liabilities
|
Level 2
|
Observable
inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or
liabilities
|
Level 3
|
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities
|
Following
is a description of the valuation methodologies and inputs used for assets
measured at fair value on a recurring basis and recognized in the accompanying
balance sheets, as well as the general classification of such assets pursuant to
the valuation hierarchy.
Available-for-Sale
Securities
Where
quoted market prices are available in an active market, securities are
classified within Level 1. The Company has no Level 1 securities. If quoted
market prices are not available, then fair values are estimated using pricing
models or quoted prices of securities with similar characteristics or discounted
cash flows. For these investments, the inputs used by the pricing
service to determine fair value may include one or a combination of observable
inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer
spreads, two-sided markets, benchmark securities, bids, offers and reference
data market research publications and are classified within Level 2 of the
valuation hierarchy. Level 2 securities include obligations of U.S. government
and agencies, mortgage-backed securities (government-sponsored
enterprises-residential) and obligations of states and political subdivisions.
In certain cases where Level 1 or Level 2 inputs are not available, securities
are classified within Level 3 of the hierarchy. The Company has no
Level 3 available-for-sale securities.
52
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
The
following table presents the Company’s assets that are measured at fair value on
a recurring basis and the level within the hierarchy in which the fair value
measurements fall as of March 31, 2010 and 2009 (in thousands):
Carrying value at March 31, 2010
|
||||||||||||||||
Description
|
Fair Value
|
Quoted
Prices in Active
Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
U.S.
government sponsored enterprises (GSE)
|
$
|
15,191
|
$
|
—
|
$
|
15,191
|
$
|
—
|
||||||||
Mortgage-backed
securities, GSE, residential
|
36,472
|
—
|
36,472
|
—
|
||||||||||||
State
and political subdivisions
|
3,736
|
—
|
3,736
|
—
|
||||||||||||
Total
available-for-sale securities
|
$
|
55,399
|
$
|
—
|
$
|
55,399
|
$
|
—
|
Carrying
value at March 31, 2009
|
||||||||||||||||
Description
|
Fair
Value
|
Quoted
Prices in Active
Markets for Identical Assets (Level
1)
|
Significant
Other Observable Inputs (Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
||||||||||||
U.S.
government sponsored enterprises (GSE)
|
$
|
9,992
|
$
|
—
|
$
|
9,992
|
$
|
—
|
||||||||
Mortgage-backed
securities, GSE, residential
|
40,901
|
—
|
40,901
|
—
|
||||||||||||
State
and political subdivisions
|
5,032
|
—
|
5,032
|
—
|
||||||||||||
Total
available-for-sale securities
|
$
|
55,925
|
$
|
—
|
$
|
55,925
|
$
|
—
|
Following
is a description of the valuation methodologies and inputs used for assets
measured at fair value on a nonrecurring basis and recognized in the
accompanying consolidated balance sheets, as well as the general classification
of such assets pursuant to the valuation hierarchy.
53
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Impaired
Loans (Collateral Department)
Loans for
which it is probable that the Company will not collect all principal and
interest due according to contractual terms are measured for impairment.
Allowable methods for determining the amount of impairment include estimating
fair value using the fair value of the collateral for collateral dependent
loans.
If the
impaired loan is identified as collateral dependent, then the fair value method
of measuring the amount of the impairment is utilized. This method requires
reviewing an independent appraisal of the collateral and applying a discount
factor to the value.
Impaired
loans that are collateral dependent are classified within Level 3 of the fair
value hierarchy.
Mortgage
Servicing Rights
The fair
value used to determine the valuation allowance is estimated using discounted
cash flow models. Due to the nature of the valuation inputs, mortgage
servicing rights are classified within Level 3 of the hierarchy.
Foreclosed
Assets Held for Sale
Fair
value of foreclosed assets held for sale is based on market prices determined by
appraisals less discounts for costs to sell. Foreclosed assets held
for sale are classified within Level 2 of the valuation hierarchy.
The
following table presents the fair value measurement of assets measured at fair
value on a nonrecurring basis and the level within the fair value hierarchy in
which the fair value measurements fall at March 31, 2010 and 2009:
Carrying value at March 31, 2010
|
||||||||||||||||
Quoted Prices in
|
Significant
|
|||||||||||||||
Active Markets
|
Other
|
Significant
|
||||||||||||||
for Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Description
|
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Impaired
loans (collateral dependent)
|
$
|
66
|
$
|
—
|
$
|
—
|
$
|
66
|
||||||||
Mortgage
servicing rights
|
422
|
—
|
—
|
422
|
||||||||||||
Foreclosed
assets held for sale, net
|
52
|
—
|
52
|
—
|
54
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Carrying value at March 31, 2009
|
||||||||||||||||
Quoted Prices in
|
Significant
|
|||||||||||||||
Active Markets
|
Other
|
Significant
|
||||||||||||||
for Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Description
|
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Impaired
loans (collateral dependent)
|
$
|
154
|
$
|
—
|
$
|
—
|
$
|
154
|
||||||||
Mortgage
servicing rights
|
243
|
—
|
—
|
243
|
||||||||||||
Foreclosed
assets held for sale, net
|
46
|
—
|
46
|
—
|
The
following methods were used to estimate fair values of the Company’s financial
instruments. The fair values of certain of these instruments were
calculated by discounting expected cash flows, which involves significant
judgments by management and uncertainties. Fair value is the
estimated amount at which financial assets or liabilities could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. Because no market exists for certain of these
financial instruments and because management does not intend to sell these
financial instruments, the Company does not know whether the fair values shown
below represent values at which the respective financial instruments could be
sold individually or in the aggregate.
Carrying
amount is the estimated fair value for cash and cash equivalents,
interest-bearing deposits, federal funds sold, Federal Reserve and Federal Home
Loan Bank stocks, accrued interest receivable and payable, and advances from
borrowers for taxes and insurance. Security fair values equal quoted
market prices, if available. If quoted market prices are not
available, fair value is estimated based on quoted market prices of similar
securities. The fair value of loans is estimated by discounting the
future cash flows using the current rates at which similar loans would be made
to borrowers with similar credit ratings and for the same remaining
maturities. Loans with similar characteristics were aggregated for
purposes of the calculations. On demand deposits, savings accounts,
NOW accounts, and certain money market deposits the carrying amount approximates
fair value. The fair value of fixed-maturity time deposits is
estimated using a discounted cash flow calculation that applies the rates
currently offered for deposits of similar remaining maturities. On short-term
and other borrowings, rates currently available to the Company for debt with
similar terms and remaining maturities are used to estimate the fair value of
existing debt.
The fair
value of commitments to originate loans is estimated using the fees currently
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also
considers the difference between current levels of interest rates and the
committed rates. The fair value of forward sale commitments is
estimated based on current market prices for loans of similar terms and credit
quality. The fair values of letters of credit and lines of credit are
based on fees currently charged for similar agreements or on the estimated cost
to terminate or otherwise settle the obligations with the counterparties at the
reporting date.
55
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
March 31, 2010
|
March 31, 2009
|
|||||||||||||||
Carrying
|
Carrying
|
|||||||||||||||
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
6,562
|
$
|
6,562
|
$
|
5,424
|
$
|
5,424
|
||||||||
Interest-bearing
demand deposits
|
3,475
|
3,475
|
713
|
713
|
||||||||||||
Federal
funds sold
|
7,852
|
7,852
|
7,572
|
7,572
|
||||||||||||
Available-for-sale
securities
|
55,399
|
55,399
|
55,925
|
55,925
|
||||||||||||
Loans
held for sale
|
88
|
88
|
392
|
392
|
||||||||||||
Loans,
net of allowance for loan losses
|
100,063
|
101,214
|
86,365
|
87,092
|
||||||||||||
Federal
Reserve and Federal Home Loan Bank stock
|
1,008
|
1,008
|
811
|
811
|
||||||||||||
Interest
receivable
|
906
|
906
|
824
|
824
|
||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
149,312
|
139,138
|
140,088
|
135,883
|
||||||||||||
Other
borrowings
|
17,621
|
17,630
|
9,914
|
9,927
|
||||||||||||
Short-term
borrowing
|
1,700
|
1,700
|
—
|
—
|
||||||||||||
Advances
from borrowers for taxes and insurance
|
196
|
196
|
166
|
166
|
||||||||||||
Interest
payable
|
251
|
251
|
330
|
330
|
||||||||||||
Unrecognized
financial instruments (net
of contract amount)
|
||||||||||||||||
Commitments
to originate loans
|
—
|
—
|
—
|
—
|
||||||||||||
Letters
of credit
|
—
|
—
|
—
|
—
|
||||||||||||
Lines
of credit
|
—
|
—
|
—
|
—
|
56
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
19:
|
Significant
Estimates and Concentrations
|
Accounting
principles generally accepted in the United States of America require disclosure
of certain significant estimates and current vulnerabilities due to certain
concentrations. Estimates related to the allowance for loan losses,
foreclosed assets held for sale, loan servicing rights, and Federal Home Loan
Bank stock impairment are reflected in Note 1. Current vulnerabilities due to
certain concentrations of credit risk are described in Note
20. Disclosures due to current Economic conditions are described
below.
Current
Economic Conditions
The
current economic decline continues to present financial institutions with
circumstances and challenges which in some cases resulted in large and
unanticipated declines in the fair values of investments and other assets,
constraints on liquidity and capital and significant credit quality problems
including severe volatility in the valuation of real estate and other collateral
supporting loans. The consolidated financial statements have been
prepared using values and information currently available to the
Company.
Given the
volatility of current economic conditions, the values of assets and liabilities
recorded in the consolidated financial statements could change rapidly,
resulting in material future adjustments in asset values, the allowance for loan
losses, and capital that could negatively impact the Company’s ability to meet
regulatory capital requirements and maintain sufficient liquidity.
Note
20:
|
Financial
Instruments with Off-Balance Sheet
Risk
|
Standby Letters of
Credit
In the
normal course of business, the Company issues various financial standby,
performance standby, and commercial letters of credit for its
customers. As consideration for the letters of credit, the
institution charges letter of credit fees based on the face amount of the
letters and the creditworthiness of the counterparties. These letters
of credit are stand-alone agreements and are unrelated to any obligation the
depositor has to the Company.
Standby
letters of credit are irrevocable conditional commitments issued by the Company
to guarantee the performance of a customer to a third
party. Financial standby letters of credit are primarily issued to
support public and private borrowing arrangements, including commercial paper,
bond financing, and similar transactions. Performance standby letters
of credit are issued to guarantee performance of certain customers under
non-financial contractual obligations. The credit risk involved in
issuing standby letters of credit is essentially the same as that involved in
extending loans to customers.
The
Company had total outstanding standby letters of credit amounting to $394,000
and $383,000 at March 31, 2010 and 2009, respectively, with terms ranging from
12 to 18 months. At March 31, 2010 and 2009, the Bank’s deferred
revenue under standby letters of credit agreements was nominal.
57
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Lines of
Credit and Commitments
to Fund Loans
Lines of
credit are agreements to lend to a customer as long as there is no violation of
any condition established in the contract. Lines of credit generally
have fixed expiration dates. Since a portion of the line may expire
without being drawn upon, the total unused lines do not necessarily represent
future cash requirements. Each customer’s creditworthiness is
evaluated on a case-by-case basis. The amount of collateral obtained,
if deemed necessary, is based on management’s credit evaluation of the
counterparty. Collateral held varies but may include accounts
receivable; inventory; property, plant, and equipment; commercial real estate;
and residential real estate. Management uses the same credit policies
in granting lines of credit as it does for on-balance-sheet
instruments.
At March
31, 2010, the Company had granted unused lines of credit to borrowers
aggregating approximately $14,129,000 and $8,100,000 for commercial lines and
open-end consumer lines, respectively. At March 31, 2009, unused
lines of credit to borrowers aggregated approximately $14,088,000 for commercial
lines and $6,831,000 for open-end consumer lines.
Loans
committed to but not yet funded as of March 31, 2010 and 2009 amounted to
$4,479,000 and $3,724,000, respectively. As of March 31, 2010 and
2009, those loans at fixed rates amounted to $2,314,000 and $2,861,000,
respectively, with $2,062,000 at March 31, 2010 and $2,861,000 at March 31, 2009
scheduled to be sold in the secondary market. The range of fixed
rates was from 4.25% to 5.50% as of March 31, 2010. Commitments to
fund loans with floating rates, to be held for investment, amounted to
$2,165,000, and $863,000, at March 31, 2010 and 2009,
respectively. Floating rates ranged from 4.75% to 6.00% as of March
31, 2010.
58
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Note
21:
|
Condensed
Financial Information (Parent Company
Only)
|
Presented
below is condensed financial information as to financial position, results of
operations, and cash flows of the Company:
Condensed Balance Sheets
March 31,
|
||||||||
2010
|
2009
|
|||||||
(In Thousands)
|
||||||||
Assets
|
||||||||
Cash
and due from banks
|
$ | 108 | $ | 146 | ||||
Investment
in common stock of subsidiaries
|
13,550 | 12,663 | ||||||
Other
assets
|
632 | 119 | ||||||
Total
assets
|
$ | 14,290 | $ | 12,928 | ||||
Liabilities
|
||||||||
Short-term
borrowings
|
$ | 1,700 | — | |||||
Other
liabilities
|
545 | 621 | ||||||
Total
liabilities
|
2,245 | 621 | ||||||
Stockholders'
Equity
|
12,045 | 12,307 | ||||||
Total
liabilities and stockholders' equity
|
$ | 14,290 | $ | 12,928 |
59
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Condensed
Results of Operations
Year Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(In Thousands)
|
||||||||
Income
|
||||||||
Dividends
from subsidiaries
|
$ | — | $ | 600 | ||||
Other
income
|
2 | 3 | ||||||
Total
income
|
2 | 603 | ||||||
Expenses
|
||||||||
Provision
for loan and lease losses
|
972 | — | ||||||
Other
expenses
|
275 | 366 | ||||||
Total
expenses
|
1,247 | 366 | ||||||
Income
(Loss) Before Income Tax and Equity in Undistributed Income of
Subsidiary
|
(1,245 | ) | 237 | |||||
Income
Tax Benefit
|
(522 | ) | (176 | ) | ||||
Income
(Loss) Before Equity in Undistributed Income of Subsidiary
|
(723 | ) | 413 | |||||
Equity
in Undistributed Income of Subsidiary
|
693 | 378 | ||||||
Net
Income (Loss)
|
$ | (30 | ) | $ | 791 |
60
First
Robinson Financial Corporation
Notes
to Consolidated Financial Statements
March
31, 2010 and 2009
Year Ended March 31,
|
||||||||
2010
|
2009
|
|||||||
(In Thousands)
|
||||||||
Operating
Activities
|
||||||||
Net
income (loss)
|
$ | (30 | ) | $ | 791 | |||
Items
not requiring (providing) cash
|
||||||||
Deferred
income taxes
|
(71 | ) | 4 | |||||
Equity
in undistributed earnings of subsidiary
|
(693 | ) | (378 | ) | ||||
Compensation
related to incentive plans
|
21 | 208 | ||||||
Changes
in
|
||||||||
Other
assets
|
(442 | ) | 2 | |||||
Other
liabilities
|
(76 | ) | (67 | ) | ||||
Net
cash provided by (used in) operating activities
|
(1,291 | ) | 560 | |||||
Financing
Activities
|
||||||||
Dividends
paid
|
(348 | ) | (345 | ) | ||||
Purchase
of incentive plan shares
|
(29 | ) | (19 | ) | ||||
Proceeds
received from exercise of options
|
— | 150 | ||||||
Purchase
of treasury shares
|
(70 | ) | (889 | ) | ||||
Proceeds
from other borrowings
|
3,101 | — | ||||||
Repayment
of other borrowings
|
(1,401 | ) | — | |||||
Net
cash provided by (used in) financing activities
|
1,253 | (1,103 | ) | |||||
Decrease
in Cash and Cash Equivalents
|
(38 | ) | (543 | ) | ||||
Cash
and Cash Equivalents at Beginning of Year
|
146 | 689 | ||||||
Cash
and Cash Equivalents at End of Year
|
$ | 108 | $ | 146 |
61
FIRST
ROBINSON FINANCIAL CORPORATION AND SUBSIDIARY
STOCKHOLDER
INFORMATION
ANNUAL
MEETING
The
annual meeting of stockholders will be held at 9:00 a.m., central time,
Thursday, July 22, 2010, at the Company’s office located at 501 East Main
Street, Robinson, Illinois.
STOCK
LISTING
The
Company’s stock is traded on the over-the-counter market with quotations
available through the OTC Bulletin Board under the symbol “FRFC.”
PRICE
RANGE OF COMMON STOCK
The
following table sets forth the high and low bid prices of the Company’s Common
Stock for the periods indicated. The information set forth in the
table below was provided by the OTC Bulletin Board. The information
reflects interdealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.
Fiscal 2010
|
Fiscal 2009
|
|||||||||||||||||||||||
High
|
Low
|
Dividends
|
High
|
Low
|
Dividends
|
|||||||||||||||||||
First
Quarter
|
$ | 35.00 | $ | 33.55 | $ | 0.80 | $ | 36.50 | $ | 34.45 | $ | 0.75 | ||||||||||||
Second
Quarter
|
36.00 | 33.55 | - | 36.75 | 34.90 | - | ||||||||||||||||||
Third
Quarter
|
34.70 | 33.70 | - | 36.00 | 33.25 | - | ||||||||||||||||||
Fourth
Quarter
|
33.70 | 29.00 | - | 35.00 | 33.75 | - |
The
Company declared and paid a dividend of $0.80 per share in fiscal
2010. Dividend payment decisions are made with consideration of a
variety of factors including earnings, financial condition, market
considerations and regulatory restrictions. Restrictions on dividend
payments are described in Note 13 of the Notes to Financial Statements included
in this Annual Report.
As of
June 16, 2010, the Company had approximately 443 registered stockholders of
record and 428,794 outstanding shares of Common Stock.
62
SHAREHOLDERS
AND GENERAL INQUIRIES
|
TRANSFER
AGENT
|
Rick
L. Catt
|
|
President
and Chief Executive Officer
|
|
First
Robinson Financial Corporation
|
Register
and Transfer Company
|
501
East Main Street
|
10
Commerce Drive
|
Robinson,
Illinois 62454
|
Cranford,
New Jersey 07016
|
(618)
544-8621
|
(908)
272-8511
|
ANNUAL
AND OTHER REPORTS
The
Company is required to file an Annual Report on Form 10-K for its fiscal year
ended March 31, 2010, with the Securities and Exchange
Commission. Copies of the Annual Report on Form 10-K and the
Company’s Quarterly Reports on Form 10-Q may be obtained without charge by
contacting:
Jamie E.
McReynolds
Chief
Financial Officer
First
Robinson Financial Corporation
501 East
Main Street
Robinson,
Illinois 62454
(618)
544-8621
63
FIRST
ROBINSON FINANCIAL CORPORATION AND SUBSIDIARY CORPORATE INFORMATION
COMPANY
AND BANK ADDRESS
|
||
501
East Main Street
Robinson,
Illinois 62454
www.frsb.net
|
Telephone: (618)
544-8621
Fax: (618)
544-7506
|
|
DIRECTORS
OF THE BOARD
|
||
SCOTT
F. PULLIAM
Chairman
of the Board
Public
Accountant
Robinson,
Illinois
|
ROBIN
E. GUYER
President
- Agricultural Services Company
Hutsonville,
Illinois
|
|
STEVEN
E. NEELEY
Owner
- Industrial Equipment Company
Robinson,
Illinois
|
J.
DOUGLAS GOODWINE
Funeral
Director
Robinson,
Illinois
|
|
WILLIAM
K. THOMAS
Attorney
Robinson,
Illinois
|
RICK
L. CATT
President
and Chief Executive Officer
First
Robinson Financial Corporation
Robinson,
Illinois
|
|
EXECUTIVE
OFFICERS
|
||
RICK
L. CATT
President
and Chief Executive Officer
|
W.E.
HOLT
Vice
President and Senior Loan Officer
|
|
LESLIE
TROTTER, III
Vice
President
|
WILLIAM
D. SANDIFORD
Vice
President
|
|
MARK
W. HILL
Vice
President
|
JAMIE
E. McREYNOLDS
Vice
President, Chief Financial Officer and
Secretary |
|
STACIE
D. OGLE
Vice
President
|
||
INDEPENDENT
AUDITORS
|
SPECIAL
COUNSEL
|
|
BKD,
LLP
225
N. Water Street
Suite
400
Decatur,
IL 62525-1580
|
Katten
Muchin Rosenman LLP
2900
K. Street, NW
North
Tower, Suite 200
Washington,
D.C. 20007-5118
|
64