Roebling Financial Corp, Inc. - FORM 10-Q

Attached files

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EX-32 - EXHIBIT 32 - Roebling Financial Corp, Inc.	ex-32.htm
EX-31 - EXHIBIT 31 - Roebling Financial Corp, Inc.	ex-31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2009

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

For the transition period from to __________________

Commission file number 0-50969

ROEBLING FINANCIAL CORP, INC.

(Exact name of Registrant as specified in its charter)

New Jersey		55-0873295
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Route 130 South and Delaware Avenue, Roebling, New Jersey		08554
(Address of principal executive offices)		(Zip Code)

(609) 499-9400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report))

Indicate by check mark whether the Registrant 1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and 2) has been subject to such filing requirements for the past 90 days: Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 10, 2010

Class		Outstanding
$.10 par value common stock		1,686,527 shares

ROEBLING FINANCIAL CORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2009

INDEX

			Page Number

PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.

Item 1.	Consolidated Financial Statements and Notes Thereto		1 - 12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13 – 16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		16
Item 4T.	Controls and Procedures		17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	19

SIGNATURES		20

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(In thousands, except share data)
	December 31,			September 30,
	2009			2009

Assets

Cash and due from banks	$	1,790		$	2,081
Interest-bearing deposits		3,280			1,993
Total cash and cash equivalents		5,070			4,074

Securities available for sale		37,889			41,418
Securities held to maturity		142			148
Loans receivable, net		116,588			118,428
Real estate owned		1,585			1,203
Accrued interest receivable		549			609
Federal Home Loan Bank of New York stock, at cost		949			859
Premises and equipment		3,302			3,294
Other assets		3,940			2,313
Total assets	$	170,014		$	172,346

Liabilities and Stockholders' Equity

Liabilities

Deposits	$	136,917		$	141,218
Borrowed funds		15,000			13,000
Advances from borrowers for taxes and insurance		481			493
Other liabilities		1,435			1,368
Total liabilities		153,833			156,079

Stockholders' equity

Serial preferred stock, $0.10 par value; 5,000,000 shares authorized;
none issued		-			-
Common stock; $0.10 par value; 20,000,000 shares authorized;
1,718,473 issued		172			172
Additional paid-in-capital		10,378			10,380
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(369	)		(388	)
Unallocated restricted stock plan shares		(107	)		(97	)
Deferred compensation obligation		220			187
Stock purchased for deferred compensation plan		(220	)		(187	)
Retained earnings - substantially restricted		5,646			5,727
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		782			798
Defined benefit plan, net of tax		(131	)		(135	)
Total stockholders' equity		16,181			16,267

Total liabilities and stockholders' equity	$	170,014		$	172,346


See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)
	For the Three Months Ended
	December 31,
	2009			2008

Interest income:
Loans receivable	$	1,612		$	1,655
Securities		416			492
Other interest-earning assets		13			15
Total interest income		2,041			2,162

Interest expense:
Deposits		545			722
Borrowed funds		104			68
Total interest expense		649			790

Net interest income before provision for loan losses		1,392			1,372
Provision for loan losses		425			70
Net interest income after provision for loan losses		967			1,302

Non-interest income:
Loan fees		22			12
Account servicing and other		107			112
Gain on sale of loans		2			-
Total non-interest income		131			124

Non-interest expense:
Compensation and benefits		582			675
Occupancy and equipment		141			145
Service bureau and data processing		139			138
Federal deposit insurance premiums		82			25
Real estate and repossessed asset expense, net		30			4
Other expense		269			213
Total non-interest expense		1,243			1,200

Income (loss) before income tax expense (benefit)		(145	)		226
Income tax expense (benefit)		(64	)		79
Net income (loss)		(81	)		147

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale, net of tax		(16	)		372
Adjustment to minimum pension liability		4			13
Comprehensive income (loss)	$	(93	)	$	532

Earnings (loss) per common share:
Basic	$	(0.05	)	$	0.09
Diluted	$	(0.05	)	$	0.09

Weighted average number of shares outstanding:
Basic		1,564			1,665
Diluted		1,564			1,666

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)
																	Common						Accumulated
			Additional						Unallocated			Unallocated			Deferred		Stock for						Other
	Common		Paid-in			Treasury			ESOP			RSP			Compensation		Deferred			Retained			Comprehensive
	Stock		Capital			Stock			Shares			Shares			Obligation		Compensation			Earnings			Income (Loss)			Total

Balance at September 30, 2009	$	172	$	10,380		$	(190	)	$	(388	)	$	(97	)	$	187	$	(187	)	$	5,727		$	663		$	16,267

Net loss for the three months
ended December 31, 2009		-		-			-			-			-			-		-			(81	)		-			(81	)

Amortization of ESOP shares		-		(8	)		-			19			-			-		-			-			-			11

Change in unrealized gain (loss)
on securities available for sale,
net of tax		-		-			-			-			-			-		-			-			(16	)		(16	)

Deferred compensation plan		-		-			-			-			-			33		-			-			-			33

Common stock acquired for
deferred compensation plan		-		-			-			-			-			-		(33	)		-			-			(33	)

Allocation of RSP shares		-		9			-			-			(10	)		-		-			-			-			(1	)

Tax expense of stock benefit plans		-		(3	)		-			-			-			-		-			-			-			(3	)

Adjustment to mimimum pension
liability, net of tax		-		-			-			-			-			-		-			-			4			4

Balance at December 31, 2009	$	172	$	10,378		$	(190	)	$	(369	)	$	(107	)	$	220	$	(220	)	$	5,646		$	651		$	16,181

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)
	For the Three Months Ended
	December 31,
	2009			2008

Cash flows from operating activities:
Net income (loss)	$	(81	)	$	147
Adjustments to reconcile net income (loss) to cash (used in) provided by
operating activities:
Depreciation		50			64
Amortization of premiums and discounts, net		21			(2	)
Amortization of deferred loan fees and costs, net		2			(3	)
Provision for loan losses		425			70
Gain on sale of loans		(2	)		-
Originations of loans held for sale, net of repayments		(276	)		(130	)
Proceeds from sale of loans held for sale		278			130
Loss on sale of real estate owned		17			-
(Increase) decrease in other assets		(1,621	)		82
Decrease (increase) in accrued interest receivable		60			(63	)
Increase in other liabilities		74			87
Amortization/allocation of ESOP and RSP		10			21
Increase in deferred compensation stock obligation		33			5
Net cash (used in) provided by operating activities		(1,010	)		408

Cash flows from investing activities:
Purchase of securities available for sale		(3,041	)		(18,558	)
Proceeds from payments and maturities of securities available for sale		6,522			3,614
Proceeds from payments and maturities of securities held to maturity		6			5
Loan originations, net of principal repayments		721			(1,151	)
Proceeds from sale of real estate owned		292			-
Purchase of Federal Home Loan Bank stock		(90	)		(567	)
Purchase of premises and equipment		(58	)		(12	)
Net cash provided by (used in) investing activities		4,352			(16,669	)

Cash flows from financing activities:
Net decrease in deposits		(4,301	)		(298	)
Net increase in short-term borrowed funds		5,000			8,600
(Repayment of) proceeds from long-term borrowed funds		(3,000	)		4,000
Decrease in advance payments by borrowers for taxes
and insurance		(12	)		(23	)
Dividends paid		-			(167	)
Purchase of common shares for deferred compensation plan		(33	)		(5	)
Net cash (used in) provided by financing activities		(2,346	)		12,107

Net increase (decrease) in cash and cash equivalents		996			(4,154	)
Cash and cash equivalents at beginning of period		4,074			6,355
Cash and cash equivalents at end of period	$	5,070		$	2,201

Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	648		$	790
Income taxes		-			22

Transfer of loans to real estate owned		691			-



See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Roebling Financial Corp, Inc. (the “Company”) have been prepared in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information presented reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of results for the interim period.

The results of operations for the three months ended December 31, 2009, are not necessarily indicative of the results to be expected for the year ending September 30, 2010, or any other future interim period. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2009 included in the Company’s Annual Report on Form 10-K.

NOTE 2 – EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding, adjusted for unearned shares of the Employee Stock Ownership Plan (“ESOP”). Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and compensation grants, if dilutive, using the treasury stock method.

The following is a summary of the Company’s earnings per share calculations:

	Three Months Ended
	December 31,
	2009			2008

Net income (loss)	$	(81,182	)	$	146,934

Weighted average common shares
outstanding for computation of
basic EPS (1)		1,564,221			1,664,714

Common-equivalent shares due to
the dilutive effect of stock options
and RSP awards		-			1,550

Weighted-average common shares
for computation of diluted EPS		1,564,221			1,666,264

Earnings (loss) per common share:
Basic	$	(0.05	)	$	0.09
Diluted	$	(0.05	)	$	0.09

(1) Excludes unallocated ESOP shares

NOTE 3 – TREASURY STOCK

In February, 2009, the Company approved the repurchase of up to $250,000 of its common stock. In May, 2009, the Company acquired 31,946 shares at a cost of approximately $190,000 or an average of $5.90 per share.

NOTE 4 – SECURITIES AVAILABLE FOR SALE

			December 31, 2009
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

U.S. Government and Agency Securities:
Due within one year	$	-	$	-	$	-	$	-
Due after one year through five years		1,500,000		11,865		-		1,511,865
Due after five years through ten years		1,750,000		-		27,815		1,722,185

Marketable Equity Securities		2,888		-		2,416		472

Residential Mortgage-backed Securities		33,335,161		1,319,768		-		34,654,929

	$	36,588,049	$	1,331,633	$	30,231	$	37,889,451

			September 30, 2009
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

U.S. Government and Agency Securities:
Due within one year	$	1,000,000	$	2,190	$	-	$	1,002,190
Due after one year through five years		3,000,000		26,693		-		3,026,693
Due after five years through ten years		1,500,000		735		1,875		1,498,860

Marketable Equity Securities		2,888		-		2,280		608

Residential Mortgage-backed Securities		34,586,103		1,308,181		4,856		35,889,428

	$	40,088,991	$	1,337,799	$	9,011	$	41,417,779

There were no sales of investment securities or mortgage-backed securities during the three months ended December 31, 2009.

The following table provides a summary of securities available for sale which were in an unrealized loss position at December 31, 2009 and September 30, 2009. Approximately $2,400 or 8% and $2,300 or 25% of the unrealized loss as of December 31, 2009 and September 30, 2009, respectively, was comprised of securities in a continuous loss position for twelve months or more. The Company has the ability and intent to hold these securities until such time as the value recovers or the securities mature.

	December 31, 2009
	Under One Year				One Year or More

			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss

U.S. Government and Agency Securities	$	1,722,185	$	27,815	$	-	$	-
Marketable Equity Securities		-		-		472		2,416
Residential Mortgage-backed Securities		-		-		-		-

Total available for sale	$	1,722,185	$	27,815	$	472	$	2,416

	September 30, 2009
	Under One Year				One Year or More

			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss

U.S. Government and Agency Securities	$	748,125	$	1,875	$	-	$	-
Marketable Equity Securities		-		-		608		2,280
Residential Mortgage-backed Securities		954,049		4,856		-		-

Total available for sale	$	1,702,174	$	6,731	$	608	$	2,280

NOTE 5 – SECURITIES HELD TO MATURITY

	December 31,		September 30,
	2009		2009

Residential Mortgage-backed Securities:
Amortized cost	$	141,510	$	148,011
Gross unrealized gains		2,482		1,823
Gross unrealized losses		-		-

Estimated fair value	$	143,992	$	149,834

NOTE 6 – BENEFIT PLANS

Stock Option Plan

The Company has stock option plans (“Plans”) which authorize the issuance of up to 168,746 shares upon the exercise of stock options that may be awarded to officers, directors, key employees, and other persons providing services to the Company. Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market. The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options. The options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant and expire not more than 10 years after the date of grant. At December 31, 2009, there were 16,434 shares remaining for future option awards.

There was no activity under the Plans for the three months ended December 31, 2009. The following table summarizes all options outstanding as of December 31, 2009, all of which are exercisable:

				Weighted Average
Number		Exercise		Remaining
of Shares		Price		Contractual Life

	54,642	$	10.000	6.1 years
	51,600		12.725	6.7 years

	106,242	$	11.323	6.4 years

On October 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised), (“SFAS 123(R)”), Share-Based Payment (Codified into Accounting Standards Codification (“ASC”) Topic 718). SFAS 123(R) replaces SFAS No. 123 and supersedes Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees. Under SFAS 123(R), compensation cost is recognized prospectively for new and modified awards over the related vesting period of such awards. Results for prior periods have not been restated. Prior to October 1, 2006, the Company accounted for these Plans under the recognition and measurement principles of APB 25 and related interpretations using the intrinsic value method. In accordance with APB 25, no compensation cost related to these Plans was reflected in net income prior to fiscal 2007, as all options granted under the Plans had an exercise price equal to the market value of the underlying common stock on the grant date. No stock option expense was recorded in the three months ended December 31, 2009 or 2008 because all options were fully vested prior to fiscal 2007.

Restricted Stock Plan

The Company has restricted stock plans (“Plans”) which provide for the award of shares of restricted stock to directors, officers and employees. The Plans provide for the purchase of 67,496 shares of common stock in the open market to fund such awards. All of the Common Stock to be purchased by the Plans is purchased at the fair market value on the date of purchase. Awards under the Plans are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Company’s Board of Directors and as a means of providing a further retention incentive. Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant. Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date. As of December 31, 2009, there were 21,404 shares remaining for future awards. Compensation expense for the Plans was approximately $4,000 and $12,000, respectively, for the three months ended December 31, 2009 and 2008, respectively.

The following table summarizes changes in unvested shares for the three months ended December 31, 2009:

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value

Outstanding September 30, 2009		8,431		$	7.968
Granted		-			-
Vested		(2,518	)		8.786
Forfeited		(1,001	)		7.398

Outstanding December 31, 2009		4,912		$	7.665

Employee Stock Ownership Plan

Effective upon the consummation of the Bank’s initial stock offering, an Employee Stock Ownership Plan ("ESOP") was established for all eligible employees who have completed a twelve-month period of employment with the Bank and at least 1,000 hours of service, and have attained the age of 21. The ESOP used $156,800 in proceeds from a term loan to purchase 62,149 shares of Bank common stock during the stock offering. In fiscal 2004, the ESOP purchased 72,861 shares of common stock in the second-step conversion with the proceeds of a $776,000 loan from the Company, which has a 10-year term and an interest rate of 4.75%. $47,000 of the proceeds was used to pay off the prior outstanding debt.

Shares purchased with the loan proceeds were initially pledged as collateral for the loans and are held in a suspense account for future allocation among participants. Contributions to the ESOP and shares released from the suspense account are in an amount proportional to the loan repayment. Shares are allocated among the participants on the basis of compensation, as described by the ESOP, in the year of allocation.

The ESOP is accounted for in accordance with Statement of Position 93-6, "Accounting for Employee Stock Ownership Plans" (Codified into ASC Topic 718), which was issued by the American Institute of Certified Public Accountants in November 1993. Accordingly, the ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition. As shares are committed to be released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $12,000 and $14,000 for the three month periods ended December 31, 2009 and 2008, respectively.

NOTE 7 – FAIR VALUE MEASUREMENTS

On October 1, 2008, the Company adopted SFAS No. 157, "Fair Value Measurements," (“SFAS 157”) (codified into ASC Topic 820), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS 157 clarifies that fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, rather than an entry price that would be paid to acquire an asset or liability. SFAS 157 establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent sources (observable inputs), and assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy levels are summarized as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or observable market data.

Level 3:

Unobservable inputs where there is little, if any, market activity and that are developed based on the best information available under the circumstances.

Determination of the appropriate level within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. Assets and liabilities as of December 31, 2009 measured at fair value, segregated by fair value hierarchy level, are summarized below:

(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Securities available for sale	$	-	$	37,889	$	-	$	37,889
Impaired loans		-		-		4,169		4,169
Real estate owned		-		-		1,585		1,585

A loan is deemed to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are evaluated at the time they are identified as impaired and, if collateral-dependent, are valued at the lower of the recorded investment or the fair value of the

collateral. If a valuation adjustment is required, a specific allowance is established, with a transfer from the general valuation allowance. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. Impaired loans had outstanding balances of $5,764,000 and $5,198,000 at December 31, 2009 and September 30, 2009, respectively, with valuation allowances of $1,545,000 and $1,435,000, respectively. At December 31, 2009, impaired loans of $5.7 million had associated valuation allowances of $1,545,000, while $49,000 in impaired loans had no valuation allowances. The average balance of impaired loans outstanding for the three months ended December 31, 2009 and 2008 was $5.3 million and $560,000, respectively. $3,000 of Interest income was recognized on impaired loans during the three months ended December 31, 2009. No interest income was recognized on impaired loans during the three months ended December 31, 2008.

Real estate owned represents properties that have been acquired in foreclosure or by deed-in-lieu of foreclosure. The assets are written down to fair value less estimated costs to sell, based on the appraised value at the time of foreclosure. Subsequent valuations are periodically performed and if the value has declined, an allowance would be established with a charge to operations. No additional impairment was recorded during the three months ended December 31, 2009.

NOTE 8 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:

Cash and Cash Equivalents and Certificates of Deposit

The carrying amounts of cash and short-term instruments approximate their fair value.

Investment and Mortgage-Backed Securities

Fair values for securities, excluding restricted equity securities, are based on quoted market prices. The carrying values of restricted equity securities approximate fair values.

Loans Receivable

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposit Liabilities

The fair value of demand deposits, savings deposits and money market accounts are the amounts payable on demand. The fair values of certificates of deposit are based on the discounted value of contractual cash flows. The discount rate was estimated using the rate currently offered for deposits of similar remaining maturities.

Short-Term Borrowings

The carrying amounts of federal funds purchased, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Long-Term Debt

The fair value of long-term debt is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements.

Accrued Interest Receivable

The carrying amounts of accrued interest approximate their fair values.

Federal Home Loan Bank of New York Stock

Federal Home Loan Bank of New York stock is valued at cost.

Off-Balance-Sheet Instruments

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements.

The carrying values and estimated fair values of financial instruments are as follows (in thousands):

	Carrying		Fair
	Amount		Value

Financial Assets

Cash and cash equivalents	$	5,070	$	5,070
Securities available for sale		37,889		37,889
Securities held to maturity		142		144
Loans receivable		116,588		120,552
Accrued interest receivable		549		549
FHLB stock		949		949

Financial Liabilities

Deposits		136,917		138,744
Borrowed funds		15,000		15,279

The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.

In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include real estate owned, premises and equipment, and advances from borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

NOTE 9 – SUBSEQUENT EVENTS

The Company has considered whether any events or transactions occurring after December 31, 2009 would require recognition or disclosure in the financial statements as of or for the three months ended December 31, 2009. Such evaluation was made through February 12, 2010, the date the financial statements are being issued. No such subsequent events were identified.

ROEBLING FINANCIAL CORP, INC.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, the impact of our new branches, new legislation and regulations, and general economic conditions. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

The Company's business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the "Bank"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise.

Overview

At December 31, 2009, the Company had total assets, deposits, borrowings and stockholders’ equity of $170.0 million, $136.9 million, $15.0 million and $16.2 million, respectively. For the three months ended December 31, 2009, the Company reported a net loss of $81,000, or $.05 per diluted share, compared to net income of $147,000, or $.09 per diluted share, for the same period in 2008. The net loss is primarily attributable to significant provisions for loan losses, which totaled $425,000 for the three months ended December 31, 2009, compared to $70,000 for the 2008 period.

Changes in Financial Condition

Total assets decreased by $2.3 million, or 1.4%, to $170.0 million at December 31, 2009, from $172.3 million at September 30, 2009. This decrease is primarily attributable to a $3.5 million decrease in investment securities and a $1.8 million decrease in the loans receivable, net, portfolio, partially offset by a $1.0 million increase in cash and cash equivalents, a $1.6 million increase in other assets and a $382,000 increase in real estate owned (“REO”). Securities available for sale decreased by 8.5%, to $37.9 million at December 31, 2009 from $41.4 million at September 30, 2009. Investment securities totaling $3.0 million were purchased during the three months ended December 31, 2009, while payments and maturities on investment securities totaled $6.5 million. Loans receivable, net, decreased by 1.6%, to $116.6 million at December 31, 2009 from $118.4 million at September 30, 2009. A large part of the decrease resulted as the Company obtained deeds-in-lieu of foreclosure on the properties securing two loans with $1.2 million in principal balances. REO balances increased to $1.6 million at December 31, 2009, from $1.2 million at September 30, 2009. New properties acquired added $691,000 to the REO balances during the quarter, net of charges-offs of $476,000, while the sales of two properties reduced the REO balances by $309,000. Other assets increased to $3.9 million at December 31, 2009, from $2.3 million at September 30, 2009. $1.2 million of that increase is due to the prepayment on December 30, 2009 of the estimated FDIC deposit insurance assessments calculated through 2012. The FDIC amended the assessment regulations to require this prepayment, which will be applied against actual future quarterly assessments. Deposits decreased by $4.3 million, or 3.1%, to $136.9 million at December 31, 2009 from $141.2 million at September 30, 2009. The change in deposits is primarily attributable to a $5.0 million withdrawal of short-term municipal funds. Borrowed funds increased by $2.0 million, to $15.0 million at December 31, 2009 from $13.0 million at September 30, 2009. Stockholders’ equity decreased $86,000 to $16.2 million at December 31, 2009 from $16.3 million at September 30, 2009. The decrease was primarily attributable to the net loss of $81,000 for the quarter.

Results of Operations

Net Interest Income. For the three-months ended December 31, 2009, the Company reported net interest income before provision for loan losses of $1,392,000, compared to $1,372,000 for the same period in 2008. The increase in net interest income was the result of a decrease in interest expense of $141,000, partially offset by a decrease in interest income of $121,000. The Company’s spread improved slightly, as the overall cost of funds decreased 61 basis points for the three months ended December 31, 2009 compared to the same 2008 period, while the average yield on total interest-earning assets decreased by 54 basis points for the same period. As a result, the interest rate spread increased by 7 basis points, to 3.12% for the three months ended December 31, 2009 compared to 3.05% for the same 2008 period. The net interest margin decreased by 9 basis points, to 3.47% from 3.56%, in the same time period.

The average balance of total interest-earning assets for the three months ended December 31, 2009 increased by $6.7 million compared to the three months ended December 31, 2008, while the average yield decreased to 5.08% from 5.62%. The decrease in total interest income of $121,000 for the three months ended December 31, 2009 is comprised of a decrease in interest income of $43,000 on loans receivable and a decrease of $78,000 in interest income from securities and other interest-earning assets. Average loan receivable balances increased by $8.5 million for the three months ended December 31, 2009 compared to the same 2008 period, while the average yield decreased to 5.39% from 5.96%. For the three months ended December 31, 2009, the average balance of securities and other interest-earning assets decreased by $1.8 million compared to the same 2008 period, while the average yield decreased to 4.19% from 4.74%.

The average balance of interest-bearing liabilities increased by $8.9 million for the three months ended December 31, 2009 compared to same 2008 period, while the average cost decreased to 1.96% from 2.57%. The decrease in total interest expense of $141,000 for the three months ended December 31, 2009 is comprised primarily of a $177,000 decrease in interest expense on deposits, partially offset by a $36,000 increase in interest expense on borrowings. Average interest-bearing deposit balances increased by $5.9 million with a decrease in the average cost to 1.81% for the three months ended December 31, 2009, compared to 2.54% for the same 2008 period, while average borrowings increased by $3.0 million, with an increase in the average cost to 3.42% from 3.00%.

Provision for Loan Losses. The provision for loan losses was $425,000 and $70,000 for the three month periods ended December 31, 2009 and 2008, respectively. At December 31, 2009, the allowance for loan losses was $2,868,000 (2.40% of the loan portfolio) compared to $2,920,000 (2.41% of the loan portfolio) at September 30, 2009. Charge-offs of $477,000 and $86,000 were recorded during the three months ended December 31, 2009 and 2008, respectively. The increase in the provision is primarily due to a decline in the value of the collateral securing our impaired loans, which the Company believes is a reflection of the economy and declining real estate values. The charge-offs for the three months ended December 31, 2009 are primarily the result of the write-down to fair value, less costs to sell, of properties acquired by deed in lieu of foreclosure. Non-performing loans were $6.5 million or 5.47% of total loans at December 31, 2009, compared to $6.9 million or 5.66% at September 30, 2009 and $1.4 million or 1.23% at December 31, 2008. Management continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio. This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors. However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts.

Activity in the allowance for loan losses is summarized as follows:

	Three Months Ended
	December 31,
	2009			2008

Balance - beginning	$	2,919,597		$	955,687
Provision for loan losses		425,000			70,000
Charge-offs		(476,770	)		(86,023	)
Recoveries		54			-

Balance - ending	$	2,867,881		$	939,664

Non-interest Income. Non-interest income increased $7,000, to $131,000 for the three months ended December 31, 2009, compared to $124,000 for the same 2008 period. Loan fees increased by $10,000, or 83.3%, while account servicing and other fees decreased by $5,000, or 4.5% and gain on sale of loans increased by $2,000 during the same periods. The increase in loan fees is primarily attributable to an increase in late charges and prepayment fees collected, while the decrease in account servicing and other fees is due primarily to lower non-sufficient and uncollected fund fees.

Non-interest Expense. Non-interest expense increased $43,000, or 3.6%, to $1,243,000 for the three months ended December 31, 2009, from $1,200,000 for the same period in 2008. The increase in non-interest expense resulted primarily from increases in federal deposit insurance premiums, real estate and repossessed assets expense and other expense, partially offset by a decrease in compensation and benefits. Federal deposit insurance premiums increased by $57,000, to $82,000 for the three months ended December 31, 2009, compared to $25,000 for the same 2008 period. These premiums represent the cost of our FDIC deposit insurance assessments and increased as a result of higher assessment rates. Real estate and repossessed assets expense increased to $30,000 for the three months ended December 31, 2009, compared to $4,000 for the prior year. The REO expense reflects the holding costs of an increased number of properties, as well as a loss on the sale of one of the properties. Other expense increased by $56,000 for the three months ended December 31, 2009 compared to the same 2008 period, with the increase largely due to legal, collection and servicing costs on non-performing loans. Partially offsetting these increases was a $93,000 decrease in compensation and benefits, to $582,000 for the three months ended December 31, 2009 from $675,000 for the same 2008 period. The decrease is a reflection of cost-cutting measures taken as we reduced director fees, eliminated several staff positions, and eliminated bonuses and the 401K match.

Income Taxes. The Company recorded a tax benefit of $64,000 for the three months ended December 31, 2009, resulting in an effective tax benefit rate of 44.1%. For the three months ended December 31, 2008, the Company recorded tax expense of $79,000, resulting in an effective tax rate of 35.0%. The decrease in tax expense is primarily attributable to the decrease in earnings.

Liquidity and Regulatory Capital Compliance

On December 31, 2009, the Bank was in compliance with its regulatory capital requirements as follows:

(Dollars in thousands)	Amount		Ratio

Tangible capital	$	13,745		8.15	%
Tangible capital requirement		2,531		1.50	%
Excess over requirement	$	11,214		6.65	%

Core capital	$	13,745		8.15	%
Core capital requirement		6,749		4.00	%
Excess over requirement	$	6,996		4.15	%

Risk-based capital	$	15,067		14.06	%
Risk-based capital requirement		8,570		8.00	%
Excess over requirement	$	6,497		6.06	%

The Company anticipates that it will have sufficient funds available to meet its current commitments. As of December 31, 2009, the Bank had outstanding commitments to fund loans of $1.6 million, commitments on unused lines of credit of $13.2 million, undisbursed construction loans of $741,000 and $17,000 in outstanding letters of credit. Certificates of deposit scheduled to mature in one year or less as of December 31, 2009 totaled $49.3 million. Based on historical deposit withdrawals and outflows, and on internal monthly deposit reports monitored by management, management believes that a majority of such deposits will remain with the Company.

Additional Key Operating Ratios

	At or for the Three Months
	Ended December 31,
	2009 (1)			2008 (1)
Earnings (loss) per common share (2):
Basic	$	(0.05	)	$	0.09
Diluted	$	(0.05	)	$	0.09
Return on average assets (1)		(0.19	)%		0.37	%
Return on average equity (1)		(2.00	)%		3.37	%
Interest rate spread (1)		3.12	%		3.05	%
Net interest margin (1)		3.47	%		3.56	%
Non-interest expense to average assets (1)		2.94	%		3.01	%
Non-performing assets to total assets		4.77	%		1.00	%
Non-performing loans to total loans		5.47	%		1.23	%
Book value per share (3)	$	9.60		$	10.28

____________________

(1)	The ratios for the three month periods presented are annualized.
(2)	The average number of shares outstanding during the three months ended December 31, 2009 was 1,564,221 basic and diluted. The average number of shares outstanding during the three months ended December 31, 2008 was 1,664,714 basic and 1,666,264 diluted.
(3)	There were 1,686,527 shares outstanding at December 31, 2009 and 1,718,473 shares outstanding at December 31, 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as the Company is a smaller reporting company.

ITEM 4T. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in internal control over financial reporting. During the period under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ROEBLING FINANCIAL CORP, INC.

Part II

ITEM 1.

LEGAL PROCEEDINGS

There are various claims and lawsuits in which the company or the Bank are periodically involved,

such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.

ITEM 1A.

RISK FACTORS

Not applicable as the Company is a smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period	(a)Total Number Of Shares (or Units) Purchased			(b) Average Price Paid per Share (or Unit)		(c) Total Number Of Shares (or Units) Purchased as Part Of Publicly Announced Plans or Programs*		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs*

October 1 through 31		3,100	**	$	4.50		-		64,153

November 1 through 30		3,450	**	$	5.00		-		64,153

December 1 through 31		200	**	$	4.38		-		64,153

Total		6,750		$	4.75		-

The Company announced the repurchase of up to approximately 85,500 shares on December 13, 2005 and 47,000 shares for the RSP on January 31, 2006

Represents shares purchased for the Deferred Compensation Plan.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5.

OTHER INFORMATION

(a)

Not applicable

(b)

Not applicable

ITEM 6. EXHIBITS

List of Exhibits:

3.1	Certificate of Incorporation*

3.2

Bylaws**

4.0	Form of Stock Certificate***

10.1	Directors Consultation and Retirement Plan*******

10.2	Stock Option Plan****

10.3	Restricted Stock Plan****

10.4	Employment Agreement between Janice A. Summers and Roebling Bank********

10.5	Employment Agreement between Frank J. Travea, III and Roebling Bank********

10.6	Roebling Financial Corp, Inc. 2006 Stock Option Plan*****

10.7	Roebling Bank 2006 Restricted Stock Plan*****

10.8	Directors Change in Control Severance Plan******

10.9	Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******

10.10

Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******

10.11

Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********

10.12

Supervisory Agreement, dated June 17, 2009*********

31	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer

32	Section 1350 Certification

____________________

*	Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.

**	Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005.

***	Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.

****	Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.

*****

Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.

******

Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008.

*******

Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.

********

Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

*********

Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROEBLING FINANCIAL CORP, INC.
Date: February 12, 2010	By:	/s/ Frank J. Travea, III
		Frank J. Travea, III President and Chief Executive Officer (Principal Executive Officer)
Date: February 12, 2010	By:	/s/ Janice A. Summers
		Janice A. Summers Senior Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)

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