Roebling Financial Corp, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Roebling Financial Corp, Inc.	Financial_Report.xls
EX-31 - CERTIFICATIONS OF CEO AND CFO - Roebling Financial Corp, Inc.	ex-31.htm
EX-32 - CERTIFICATION - Roebling Financial Corp, Inc.	ex-32.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 June 30, 2011

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)

Registrant’s telephone number (609) 499-9400

N/A

(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). x 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: August 10, 2011

Class

Outstanding

$.10 par value common stock

1,686,527 shares

ROEBLING FINANCIAL CORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2011

INDEX

		Page Number
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.
Item 1.	Consolidated Financial Statements and Notes Thereto	1-16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17-21
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults upon Senior Securities	22
Item 4.	Reserved	22
Item 5.	Other Information	23
Item 6.	Exhibits	23

SIGNATURES		24

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(In thousands, except share data)

	June 30,			September 30,
	2011			2010

Assets

Cash and due from banks	$	886		$	908
Interest-bearing deposits		3,997			5,111
Total cash and cash equivalents		4,883			6,019

Securities available for sale		41,825			40,593
Securities held to maturity		114			127
Loans receivable, net		109,448			111,967
Real estate owned		1,115			749
Accrued interest receivable		525			504
Federal Home Loan Bank of New York stock, at cost		804			746
Premises and equipment		3,169			3,224
Other assets		3,015			2,829
Total assets	$	164,898		$	166,758

Liabilities and Stockholders' Equity

Liabilities

Deposits	$	134,695		$	138,769
Borrowed funds		11,750			10,000
Advances from borrowers for taxes and insurance		554			456
Other liabilities		1,554			1,417
Total liabilities		148,553			150,642

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		10,323			10,348
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(252	)		(310	)
Unallocated restricted stock plan shares		(91	)		(93	)
Deferred compensation obligation		273			240
Stock purchased for deferred compensation plan		(273	)		(240	)
Retained earnings - substantially restricted		5,819			5,502
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		680			813
Defined benefit plan, net of tax		(116	)		(126	)
Total stockholders' equity		16,345			16,116

Total liabilities and stockholders' equity	$	164,898		$	166,758

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
	June 30,
	2011			2010

Interest income:
Loans receivable	$	1,398		$	1,527
Securities		314			355
Other interest-earning assets		7			8
Total interest income		1,719			1,890

Interest expense:
Deposits		377			463
Borrowed funds		50			77
Total interest expense		427			540

Net interest income before provision for loan losses		1,292			1,350
Provision for loan losses		85			150
Net interest income after provision for loan losses		1,207			1,200

Non-interest income:
Loan fees		20			23
Account servicing and other		93			111
Gain on sale of loans		0			1
Total non-interest income		113			135

Non-interest expense:
Compensation and benefits		581			576
Occupancy and equipment		120			124
Service bureau and data processing		132			130
Federal deposit insurance premiums		51			80
Real estate owned expense, net		53			57
Other expense		374			313
Total non-interest expense		1,311			1,280

Income before income tax (benefit)		9			55
Income tax (benefit)		(2	)		14
Net income		11			41

Other comprehensive income, net of tax:
Unrealized gain on securities available for sale, net of tax		163			132
Adjustment to minimum pension liability		3			5
Comprehensive income	$	177		$	178

Earnings per common share:
Basic	$	0.01		$	0.03
Diluted	$	0.01		$	0.03

Weighted average number of shares outstanding:
Basic		1,656			1,646
Diluted		1,656			1,646

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 Nine Months Ended
	June 30,
	2011			2010

Interest income:
Loans receivable	$	4,224		$	4,692
Securities		965			1,154
Other interest-earning assets		29			33
Total interest income		5,218			5,879

Interest expense:
Deposits		1,185			1,489
Borrowed funds		156			269
Total interest expense		1,341			1,758

Net interest income before provision for loan losses		3,877			4,121
Provision for loan losses		135			900
Net interest income after provision for loan losses		3,742			3,221

Non-interest income:
Loan fees		64			61
Account servicing and other		288			320
Gain on sale of loans		11			3
Total non-interest income		363			384

Non-interest expense:
Compensation and benefits		1,738			1,725
Occupancy and equipment		369			401
Service bureau and data processing		392			403
Federal deposit insurance premiums		211			238
Real estate owned expense, net		81			389
Other expense		832			821
Total non-interest expense		3,623			3,977

Income (loss) before income tax (benefit)		482			(372	)
Income tax (benefit)		165			(171	)
Net income (loss)		317			(201	)

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale, net of tax		(133	)		50
Adjustment to minimum pension liability		10			13
Comprehensive income (loss)	$	194		$	(138	)

Earnings (loss) per common share:
Basic	$	0.19		$	(0.12	)
Diluted	$	0.19		$	(0.12	)

Weighted average number of shares outstanding:
Basic		1,653			1,644
Diluted		1,653			1,644

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, 2010	$	172	$	10,348		$	(190	)	$	(310	)	$	(93	)	$	240	$	(240	)	$	5,502	$	687		$	16,116

Net income for the nine months ended June 30, 2011		-		-			-			-			-			-		-			317		-			317

Amortization of ESOP shares		-		(27	)		-			58			-			-		-			-		-			31

Change in unrealized gain (loss) on securities available for sale, net of tax		-		-			-			-			-			-		-			-		(133	)		(133	)

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

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

Allocation of RSP shares		-		6			-			-			2			-		-			-		-			8

Tax expense of stock benefit plans		-		(4	)		-			-			-			-		-			-		-			(4	)

Adjustment to mimimum pension liability, net of tax		-		-			-			-			-			-		-			-		10			10

Balance at June 30, 2011	$	172	$	10,323		$	(190	)	$	(252	)	$	(91	)	$	273	$	(273	)	$	5,819	$	564		$	16,345

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Nine Months Ended
	June 30,
	2011			2010

Cash flows from operating activities:
Net income (loss)	$	317		$	(201	)
Adjustments to reconcile net income (loss) to cash provided by
operating activities:
Depreciation		95			125
Amortization of premiums and discounts, net		33			48
Amortization of deferred loan fees and costs, net		19			14
Provision for loan losses		135			900
Provision for losses on REO		65			279
Loss on sale of real estate owned, net		-			18
Originations of loans held for sale, net of repayments		(3,842	)		(834	)
Gain on sale of loans		(11	)		(3	)
Proceeds from sale of loans held for sale		4,359			837
Loss on disposition of premises and equipment		2			-
Increase in other assets		(104	)		(655	)
(Increase) decrease in accrued interest receivable		(21	)		52
Increase in other liabilities		148			148
Amortization/allocation of ESOP and RSP		39			38
Increase in deferred compensation stock obligation		33			53
Net cash provided by operating activities		1,267			819

Cash flows from investing activities:
Purchase of securities available for sale		(14,028	)		(14,791	)
Proceeds from payments and maturities of securities available for sale		12,542			15,020
Proceeds from payments and maturities of securities held to maturity		13			17
Proceeds from sale of loans		77			-
Loan payments (disbursements), net		745			3,628
Proceeds from sale of real estate owned		610			473
(Purchase) redemption of Federal Home Loan Bank stock		(58	)		46
Purchase of premises and equipment		(42	)		(82	)
Net cash (used in) provided by investing activities		(141	)		4,311

Cash flows from financing activities:
Net decrease in deposits		(4,074	)		(3,694	)
Net increase in short-term borrowed funds		2,750			3,500
Repayment of long-term borrowed funds		(1,000	)		(5,000	)
Increase in advance payments by borrowers for taxes
and insurance		95			2
Purchase of common shares for deferred compensation plan		(33	)		(53	)
Net cash used in financing activities		(2,262	)		(5,245	)

Net decrease in cash and cash equivalents		(1,136	)		(115	)
Cash and cash equivalents at beginning of period		6,019			4,074
Cash and cash equivalents at end of period	$	4,883		$	3,959

Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	1,342		$	1,759
Income taxes (refunds), net		130			(432	)

Transfer of loans to real estate owned		1,041			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 and nine months ended June 30, 2011, are not necessarily indicative of the results to be expected for the year ending September 30, 2011, 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, 2010 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				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010

Net income (loss)	$	10,554	$	41,222	$	316,643	$	(200,657	)

Weighted average common shares
outstanding for computation of
basic EPS (1)		1,655,644		1,646,494		1,653,357		1,644,206

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

Weighted-average common shares
for computation of diluted EPS		1,655,644		1,646,494		1,653,357		1,644,206

Earnings (loss) per common share:
Basic	$	0.01	$	0.03	$	0.19	$	(0.12	)
Diluted		0.01		0.03		0.19		(0.12	)

(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

	June 30, 2011
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

Investment Securities
U.S. Government and Agency Securities:
Due after one year through five years	$	6,000,000	$	50,000	$	-	$	6,050,000
Due after five years through ten years		11,999,764		10,940		84,374		11,926,330

Marketable Equity Securities		2,888		-		2,756		132

Residential Mortgage-backed Securities		22,689,517		1,162,171		3,501		23,848,187

	$	40,692,169	$	1,223,111	$	90,631	$	41,824,649

	September 30, 2010
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

Investment Securities
U.S. Government and Agency Securities:
Due after one year through five years	$	4,000,000	$	33,440	$	-	$	4,033,440
Due after five years through ten years		10,748,648		55,347		2,810		10,801,185

Marketable Equity Securities		2,888		-		2,780		108

Residential Mortgage-backed Securities		24,487,924		1,270,228		-		25,758,152

	$	39,239,460	$	1,359,015	$	5,590	$	40,592,885

There were no sales of investment securities or mortgage-backed securities during the nine months ended June 30, 2011.

The following tables provide a summary of securities available for sale which were in an unrealized loss position at June 30, 2011 and September 30, 2010. Approximately $2,700 or 3% and $2,800 or 50% of the unrealized loss as of June 30, 2011 and September 30, 2010, respectively, was comprised of securities in a continuous loss position for twelve months or more. The unrealized losses on the government and agency and mortgage-backed debt securities are caused primarily by changes in market interest rates. The Company does not intend to sell these securities and it is not more likely than not that we would be required to sell them before recovery of the amortized cost basis.

	June 30, 2011
	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	$	7,915,390	$	84,374	$	-	$	-
Marketable Equity Securities		-		-		132		2,756
Residential Mortgage-backed Securities		1,957,047		3,501		-		-

Total available for sale	$	9,872,437	$	87,875	$	132	$	2,756

	September 30, 2010
	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	$	1,997,190	$	2,810	$	-	$	-
Marketable Equity Securities		-		-		108		2,780

Total available for sale	$	1,997,190	$	2,810	$	108	$	2,780

NOTE 5 – SECURITIES HELD TO MATURITY

	June 30,		September 30,
	2011		2010

Residential Mortgage-backed Securities:
Amortized cost	$	114,152	$	127,306
Gross unrealized gains		3,704		5,191
Gross unrealized losses		-		(21	)

Estimated fair value	$	117,856	$	132,476

NOTE 6 – LOANS RECEIVABLE, NET

In July, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“Update”). This Update provides for additional disclosures to be used to assess an entity’s credit risk exposures and evaluate the adequacy of its allowance for credit losses. Existing disclosures are expanded on a disaggregated basis, by portfolio segment and class of receivable. Additional disclosures are required for aging of receivables and credit quality factors.

The Company has segmented its loans into three portfolio segments of residential, commercial purpose and consumer. It has further disaggregated these segments into additional classes of loans. The residential portfolio segment includes loans to consumers, secured by one-to-four family residential properties that are generally owner-occupied. This portfolio segment includes two classes, mortgage loans and home equity loans. Commercial purpose loans are one segment and one class of receivable. These are loans made to individuals and businesses for business purposes. They are generally collateralized by commercial real estate, residential properties (one-to-four or multifamily), land or business assets, and may be provided for permanent or construction financing. The consumer

portfolio segment includes non-mortgage loans to individuals for consumer purposes. They are further categorized into three classes, including account loans, unsecured loans and other loans. The following table reflects the aging and accrual status of our loan portfolio by portfolio segment and class as of June 30, 2011:

	Past Due					Total
	30-59	60-89	90+			Loans		90+ and
(In thousands)	Days	Days	Days	Total	Current	Receivable	Non-accrual	Accruing

Residential:
Mortgage	$ -	$ -	$ 229	$ 229	$ 55,191	$ 55,420	$ -	$ 229
Home equity	311	-	140	451	26,712	27,163	140	-
Commercial purpose	-	-	2,837	2,837	26,241	29,078	2,646	191
Consumer:
Account loans	-	-	-	-	70	70	-	-
Unsecured	-	-	-	-	83	83	-	-
Other	-	-	-	-	112	112	-	-
	$ 311	$ -	$ 3,206	$ 3,517	$ 108,409	$ 111,926	$ 2,786	$ 420

The activity in the allowance for loan losses, by portfolio segment, is as follows:

	For the Nine Months Ended June 30, 2011
				Commercial
(In thousands)	Residential			Purpose			Consumer			Unallocated			Total

Beginning balance	$	484		$	2,664		$	18		$	42		$	3,208
Provision for loan losses		(143	)		311			(14	)		(19	)		135
Charge-offs		(107	)		(773	)		-			-			(880	)
Recoveries		-			44			-			-			44
Ending Balance	$	234		$	2,246		$	4		$	23		$	2,507

As of June 30, 2011, the ending allowance balance where the related loans are evaluated for impairment:

			Commercial
(In thousands)	Residential		Purpose		Consumer		Unallocated		Total

Individually	$	-	$	1,376	$	-	$	-	$	1,376
Collectively		234		870		4		23		1,131
Total	$	234	$	2,246	$	4	$	23	$	2,507

As of June 30, 2011, the related loan balance where the loans are evaluated for impairment:

			Commercial
(In thousands)	Residential		Purpose		Consumer		Total

Individually	$	140	$	4,269	$	-	$	4,409
Collectively		82,443		24,809		265		107,517
Total	$	82,583	$	29,078	$	265	$	111,926

Additional information about impaired loans, by portfolio segment and class as of June 30, 2011, is as follows:

							For the Three Months Ended				For the Nine Months Ended
	As of June 30, 2011						June 30, 2011				June 30, 2011
			Unpaid				Average		Interest		Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Income
(In thousands)	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized

With no related allowance:
Residential
Mortgage	$	-	$	-	$	-	$	24	$	-	$	28	$	-
Home equity		140		140		-		108		-		69		-
Commercial purpose		1,541		1,541		-		1,622		18		1,046		18
		1,681		1,681		-		1,754		18		1,143		18

With a related allowance:
Residential
Mortgage		-		-		-		80		-		390		-
Home equity		-		-		-		-		-		-		-
Commercial purpose		2,728		2,728		1,376		3,230		1		3,358		7
		2,728		2,728		1,376		3,310		1		3,748		7

Total:
Residential
Mortgage		-		-		-		104		-		418		-
Home equity		140		140		-		108		-		69		-
Commercial purpose		4,269		4,269		1,376		4,852		19		4,404		25
Total impaired	$	4,409	$	4,409	$	1,376	$	5,064	$	19	$	4,891	$	25

The average balance of impaired loans outstanding for the three and nine months ended June 30, 2010 was $4.0 million and $4.7 million, respectively. Interest income of $1,000 and $13,000 was recognized on impaired loans during the three and nine months ended June 30, 2010, respectively.

One of the primary methods we use as an indicator of the credit quality of our residential and commercial purpose portfolios is the regulatory classification system. For the consumer portfolio segment, payment performance is our primary indicator of credit quality. The following table reflects the credit quality indicators by portfolio segment and class, as of June 30, 2011:

Credit Risk Profile by Classification:
	Residential				Commercial
(In thousands)	Mortgage		Home Equity		Purpose

Pass	$	53,447	$	26,900	$	18,106
Special mention		1,973		123		3,882
Substandard		-		140		5,714
Doubtful		-		-		-
Loss		-		-		1,376
Total	$	55,420	$	27,163	$	29,078

Credit Risk Profile by Performance:
	Consumer
	Account
(In thousands)	Loans		Unsecured		Other

Performing	$	70	$	83	$	112
Non-performing		-		-		-
Total	$	70	$	83	$	112

NOTE 7 – 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 June 30, 2011, there were 16,434 shares remaining for future option awards.

There was no activity under the Plans for the nine months ended June 30, 2011. The following table summarizes all options outstanding as of June 30, 2011, all of which are exercisable:

Number		Exercise		Remaining
of Shares		Price		Contractual Life

	54,642	$	10.000	4.6 years
	48,600		12.725	5.2 years

	103,242	$	11.283	4.9 years

No stock option expense was recorded in the nine months ended June 30, 2011 or 2010 because all options were previously fully vested.

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 June 30, 2011, there were 21,404 shares remaining for future awards. Compensation expense for the Plans was approximately $3,300 and $11,200, respectively, for the three and nine-month periods ended June 30, 2011, compared to $4,600 and $13,000 for the same 2010 periods.

The following table summarizes changes in unvested shares for the nine months ended June 30, 2011:

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value

Outstanding September 30, 2010		4,912		$	7.665
Granted		-			-
Vested		(2,116	)		8.613
Forfeited		-			-

Outstanding June 30, 2011		2,796		$	6.948

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 Accounting Standards Codification (“ASC”) Topic 718. 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 $10,900 and $31,400, respectively, for the three and nine-month periods ended June 30, 2011, compared to $9,800 and $30,100 for the same 2010 periods.

NOTE 8 – FAIR VALUE MEASUREMENTS

On October 1, 2008, the Company adopted the FASB guidance on fair value measurements, codified into ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to other accounting pronouncements that require or permit fair value measurements. ASC Topic 820 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. It also 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 measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized as follows:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
June 30, 2011
Securities available for sale:
U.S. government and agency securities	$	-	$	17,976	$	-	$	17,976
Mortgage-backed securities		-		23,848		-		23,848

September 30, 2010
Securities available for sale:
U.S. government and agency securities	$	-	$	14,835	$	-	$	14,835
Mortgage-backed securities		-		25,758		-		25,758

Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy level, are summarized below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
June 30, 2011
Impaired loans	$	-	$	-	$	1,352	$	1,352
Real estate owned		-		-		868		868

September 30, 2010
Impaired loans	$	-	$	-	$	2,400	$	2,400
Real estate owned		-		-		749		749

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. Loan impairment is measured based on discounted cash flows or collateral value. 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.

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 at the time of foreclosure. Fair value is based on the appraised value, which may be adjusted based on management’s review and market conditions. Subsequent valuations are periodically performed and if the value has declined, an allowance would be established with a charge to operations. Additional impairments on REO properties of $46,000 and $65,000, respectively, were recorded during the three and nine months ended June 30, 2011 as a provision for REO losses, compared to $33,000 and $279,000 for the same 2010 periods.

NOTE 9 - 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

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):

	June 30, 2011				September 30, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value

Financial Assets

Cash and cash equivalents	$	4,883	$	4,883	$	6,019	$	6,019
Securities available for sale		41,825		41,825		40,593		40,593
Securities held to maturity		114		118		127		132
Loans receivable		109,448		113,336		111,967		118,333
Accrued interest receivable		525		525		504		504
FHLB stock		804		804		746		746

Financial Liabilities

Deposits		134,695		136,634		138,769		141,321
Borrowed funds		11,750		12,055		10,000		10,412

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 10 – SUBSEQUENT EVENTS

The Company has considered whether any events or transactions occurring after June 30, 2011 would require recognition or disclosure in the financial statements as of or for the three or nine-month periods ended June 30, 2011. No such subsequent events were identified.

NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS

In January, 2011 the FASB issued Accounting Standards Update (“ASU”) No. 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. Under the effective date in ASU 2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. The new disclosures were anticipated to be effective for interim and annual periods ending after June 15, 2011. ASU 2011-01 does not defer the effective date of the other disclosure requirements of ASU 2010-20.

In April, 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. This update provides additional guidance to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. It also provides for disclosure of previously deferred information for interim and annual periods beginning on or after June 15, 2011.

In May, 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in U.S. Generally Accepted Accounting Principles (“GAAP”) and International Financial Reporting Standards (“IFRSs”) and change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, it is not intended for the amendments to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.

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 June 30, 2011, the Company had total assets, deposits, borrowings and stockholders’ equity of $164.9 million, $134.7 million, $11.8 million and $16.3 million, respectively. For the three months ended June 30, 2011, the Company reported net income of $11,000, or $.01 per diluted share, compared to net income of $41,000, or $.03 per diluted share, for the same period in 2010. For the nine months ended June 30, 2011, the Company reported net income of $317,000, or $.19 per diluted share, compared to a net loss of $201,000, or $(.12) per diluted share, for the same period in 2010. The increased earnings for the nine-month period are primarily attributable to a decrease in the provisions for loan and REO losses, which totaled $200,000 for the nine months ended June 30, 2011, compared to $1,179,000 for the same 2010 period.

Changes in Financial Condition

Total assets decreased by $1.9 million, or 1.1%, to $164.9 million at June 30, 2011, from $166.8 million at September 30, 2010. This decrease is primarily attributable to a $2.5 million dollar decrease in the loans receivable, net portfolio. $1.0 million of that decrease is due to the transfer of loans to real estate owned. The commercial-purpose portfolios continue to decrease as our commercial lending is still suspended, while one-to-four family residential mortgage balances have increased since September 30, 2010. Cash and cash equivalents decreased by $1.1 million from September 30, 2010 to June 30, 2011, but this was more than offset by an increase in investment securities of $1.2 million during the same period. Real estate owned increased by $366,000, or 48.9%, to $1.1 million at June 30, 2011 from $749,000 at September 30, 2010. Seven properties were acquired by deed-in-lieu-of-foreclosure while six properties were sold. Deposits decreased by $4.1 million, or 2.9%, to $134.7 million at June 30, 2011, from $138.8 million at September 30, 2010. The decrease is primarily attributable to certificates of deposit, which decreased by $4.5 million. The ratio of core deposits (non-certificates) to total deposits continues to improve, increasing to 52.5% at June 30, 2011 from 50.6% at September 30, 2010. Borrowed funds, consisting of FHLB advances, increased by $1.8 million, to $11.8 million at June 30, 2011 from $10.0 million at September 30, 2010. Stockholders’ equity increased by $229,000, to $16.3 million at June 30, 2011 from $16.1 million at September 30, 2010. The change was primarily attributable to net income of $317,000, partially offset by a $133,000 decrease in the net unrealized gain on securities available for sale.

Results of Operations

Net Interest Income. For the three-months ended June 30, 2011, the Company reported net interest income

before provision for loan losses of $1,292,000, compared to $1,350,000 for the same period in 2010. The decrease in net interest income was the result of a decrease in interest income of $171,000, partially offset by a decrease in interest expense of $113,000. The interest rate spread was 3.03% for the three months ended June 30, 2011 compared to 3.17% for the three months ended June 30, 2010, while the net interest margin was 3.31% for the 2011 period compared to 3.48% for the 2010 period. For the nine-month period ended June 30, 2011, the Company reported net interest income before provision for loan losses of $3,877,000, compared to $4,121,000 for the nine months ended June 30, 2010. The interest rate spread was 3.00% for the nine months ended June 30, 2011 compared to 3.17% for the nine months ended June 30, 2010, while the net interest margin was 3.28% for the 2011 period compared to 3.49% for the 2010 period. The Company’s spread and margin decreased for the three and nine months ended June 30, 2011 compared to the same 2010 period, as the average yield on total interest-earning assets decreased by more than the average cost of funds. The ratio of average interest-earning assets to average interest-bearing liabilities increased to 125.1% and 124.6%, respectively, for the three and nine months ended June 30, 2011 from 122.1% and 121.4% for the same 2010 periods.

The average balance of total interest-earning assets for the three months ended June 30, 2011 increased by $1.4 million compared to the three months ended June 30, 2010, while the average yield decreased to 4.41% from 4.89%. The decrease in total interest income of $171,000 for the three months ended June 30, 2011 is comprised of a decrease in interest income of $129,000 on loans receivable and a decrease of $42,000 in interest income on investment securities and other interest-earning assets. Average loan receivable balances decreased by $2.6 million for the three months ended June 30, 2011 compared to the same 2010 period, while the average yield decreased to 5.01% from 5.35%. The average balance of loans decreased as repayment levels on loans exceeded origination volume. The decrease in loan yields is attributable to both a shift in the portfolio composition as well as residential mortgage and home equity loan refinances to lower rates. The makeup of the loan portfolio has shifted, with a greater percentage of loans in residential mortgages and a lesser percentage in commercial purpose loans as well as a shift to home equity lines of credit from fixed rate home equity loans. For the three months ended June 30, 2011, the average balance of securities and other interest-earning assets increased by $4.0 million compared to the same 2010 period, while the average yield decreased to 2.89% from 3.58%. The average balance in investment securities increased primarily due to the reinvestment of funds generated by net loan repayments and the growth in deposits. The shift to investments from loans has also contributed to the decline in the average yield on interest-earning assets.

The average balance of total interest-earning assets for the nine months ended June 30, 2011 increased by $400,000 compared to the nine months ended June 30, 2010 while the average yield decreased to 4.42% from 5.00%. The decrease in total interest income of $661,000 for the nine months ended June 30, 2011 is comprised of a decrease in interest income of $468,000 on loans receivable and a decrease of $193,000 in interest income from securities and other interest-earning assets. Average loan receivable balances decreased by $4.3 million for the nine months ended June 30, 2011 compared to the same 2010 period, while the average yield decreased to 5.02% from 5.37%. For the nine months ended June 30, 2011, the average balance of securities and other interest-earning assets increased by $4.7 million compared to the same 2010 period, while the average yield decreased to 2.94% from 3.91%.

The average balance of interest-bearing liabilities decreased by $2.0 million for the three months ended June 30, 2011 compared to same 2010 period, while the average cost decreased to 1.38% from 1.71%. The decrease in total interest expense of $113,000 for the three months ended June 30, 2011 is comprised of an $86,000 decrease in interest expense on deposits and a $27,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $1.0 million with a decrease in the average cost to 1.29% for the three months ended June 30, 2011, compared to 1.59% for the same 2010 period, while average borrowings decreased by $3.0 million, with a decrease in the average cost to 2.92% from 3.14%.

The average balance of interest-bearing liabilities decreased by $2.9 million for the nine months ended June 30, 2011 compared to same 2010 period, while the average cost decreased to 1.42% from 1.82%. The decrease in total interest expense of $417,000 for the nine months ended June 30, 2011 is comprised of a $304,000 decrease in interest expense on deposits and a $113,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $1.5 million with a decrease in the average cost to 1.33% for the nine months ended June 30, 2011, compared to 1.70% for the same 2010 period, while average borrowings decreased by $4.4 million, with a decrease in the average cost to 2.92% from 3.11%.

Provision for Loan Losses. The provision for loan losses was $85,000 and $135,000, respectively, for the three and nine month periods ended June 30, 2011, compared to $150,000 and $900,000 for the same periods in 2010. Charge-offs of $880,000 and $726,000 were recorded during the nine months ended June 30, 2011 and 2010, respectively. At June 30, 2011, the allowance for loan losses was $2,507,000 (2.24% of the loan portfolio and 78.19% of non-performing loans) compared to $3,208,000 (2.79% of the loan portfolio and 65.32% of non-performing loans) at September 30, 2010. The charge-offs of $880,000 for the nine months ended June 30, 2011 were recorded upon the write-down to fair value, less estimated costs to sell, of property acquired be deed-in-lieu of foreclosure as well as the sale of one of our large non-performing loans. Non-performing loans, consisting of non-accrual loans and accruing loans more than 90 days delinquent, were $3.2 million or 2.86% of total loans at June 30, 2011, compared to $4.9 million or 4.26% at September 30, 2010 and $4.7 million or 4.03% of total loans at June 30, 2010. 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. See also Note 6 – Loans Receivable, Net.

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

	Three Months Ended					Nine Months Ended
	June 30,					June 30,
	2011			2010		2011			2010

Balance - beginning	$	3,114,690		$	2,943,499	$	3,207,851		$	2,919,597
Provision for loan losses		85,000			150,000		135,000			900,000
Charge-offs		(729,069	)		-		(879,958	)		(726,356	)
Recoveries		36,157			225		43,885			483

Balance - ending	$	2,506,778		$	3,093,724	$	2,506,778		$	3,093,724

Non-interest Income. Non-interest income decreased $22,000, or 16.3%, to $113,000 for the three months ended June 30, 2011 and decreased $21,000, or 5.5%, to $363,000 for the nine months ended June 30, 2011, compared to the same 2010 periods. The majority of the decrease in non-interest income for the three and nine-month periods is attributable to a decrease in account servicing and other fees, which decreased primarily due to lower non-sufficient and uncollected fund fees.

Non-interest Expense. Non-interest expense increased $31,000, or 2.4%, to $1,311,000 for the three months ended June 30, 2011, from $1,280,000 for the same period in 2010, and decreased $354,000, or 8.9%, to $3,623,000 for the nine months ended June 30, 2011, compared to the same 2010 period. For the three months ended June 30, 2011, the components of non-interest expense which experienced the most significant changes were federal deposit insurance premiums and other expense. Other expense increased by $61,000 while federal deposit insurance premiums decreased by $29,000 compared to the three months ended June 30, 2010. The increase in other expense is attributable to check and debit card losses as well as expenses incurred as we converted to a new vendor for our ATM and debit card processing. As of April 1, 2011, there was a change in the calculation of FDIC assessments for all institutions. The base on which the assessments are calculated changed, as well as the rates. The result is a significant decrease in our assessment, with most of the decrease of $29,000 attributable to these changes. For the nine months ended June 30, 2011, the components of non-interest expense which experienced the most significant changes were real estate owned expense, net and federal deposit insurance premiums. Real estate owned expense, net decreased by $308,000 while federal deposit insurance premiums decreased by $27,000 compared to the nine months ended June 30, 2010. The decrease in real estate owned expense is primarily due to a lower level of provisions for losses on our REO properties, along with decreased holding costs and losses on asset sales. Some of the properties are also income-producing and we have had some income in 2011 to offset some of our expenses. The decrease in federal deposit insurance premiums is due to the change in the assessment base and rates.

Income Taxes. The Company recorded an income tax benefit of $2,000 and income tax expense of $14,000 for the three months ended June 30, 2011 and 2010, respectively, reflecting an effective tax benefit rate of 22.2% and tax rate of 25.5%, respectively. For the nine months ended June 30, 2011 and 2010, the Company recorded tax expense of $165,000 and a tax benefit of $171,000, respectively, reflecting an effective tax rate of 34.2% and 46.0%, respectively. The variance in effective tax rates is due to permanent book / tax differences.

Liquidity and Regulatory Capital Compliance

On June 30, 2011, the Bank was in compliance with its regulatory capital requirements as follows:

(Dollars in thousands)	Amount		Ratio

Tangible capital	$	13,984		8.54	%
Tangible capital requirement		2,456		1.50	%
Excess over requirement	$	11,528		7.04	%

Core capital	$	13,984		8.54	%
Core capital requirement		6,551		4.00	%
Excess over requirement	$	7,433		4.54	%

Risk-based capital	$	15,115		15.60	%
Risk-based capital requirement		7,754		8.00	%
Excess over requirement	$	7,361		7.60	%

The Company anticipates that it will have sufficient funds available to meet its current commitments. As of June 30, 2011, the Bank had outstanding commitments to fund loans of $1.6 million, commitments on unused lines of credit of $13.0 million and undisbursed construction loans of $325,000. Certificates of deposit scheduled to mature in one year or less as of June 30, 2011 totaled $39.2 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 June 30,
		2011 (1)			2010 (1)
Earnings per common share (2):
	Basic	$	0.01		$	0.03
	Diluted	$	0.01		$	0.03
Return on average assets (1)			0.03	%		0.10	%
Return on average equity (1)			0.26	%		1.03	%
Interest rate spread (1)			3.03	%		3.17	%
Net interest margin (1)			3.31	%		3.48	%
Non-interest expense to average assets (1)			3.18	%		3.08	%
Non-performing assets to total assets			2.62	%		3.48	%
Non-performing loans to total loans			2.86	%		4.03	%
Book value per share (3)		$	9.69		$	9.58

(1)	The ratios for the three month periods presented are annualized.
(2)	The average number of shares outstanding during the three months ended June 30, 2011
	was 1,655,644 basic and diluted. The average number of shares outstanding during the three
	months ended June 30, 2010 was 1,646,494 basic and diluted.
(3)	There were 1,686,527 shares outstanding at June 30, 2011 and June 30, 2010.

		For the Nine Months
		Ended June 30,
		2011 (1)			2010 (1)
Earnings (loss) per common share (2):
	Basic	$	0.19		$	(0.12	)
	Diluted	$	0.19		$	(0.12	)
Return on average assets (1)			0.26	%		(0.16	)%
Return on average equity (1)			2.61	%		(1.66	)%
Interest rate spread (1)			3.00	%		3.17	%
Net interest margin (1)			3.28	%		3.49	%
Non-interest expense to average assets (1)			2.92	%		3.16	%

(1)	The ratios for the nine month periods presented are annualized.
(2)	The average number of shares outstanding during the nine months ended June 30, 2011 was
	1,653,357 basic and diluted. The average number of shares outstanding during the nine months
	ended June 30, 2010 was 1,644,206 basic and diluted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as the Company is a smaller reporting company.

ITEM 4. 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*
April 1 through 30	2,325 **	$4.85	-	63,412
May 1 through 31	-	-	-	63,412
June 1 through 30	-	-	-	63,412
Total	2,325	$4.85	-

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.

RESERVED

ITEM 5.

OTHER INFORMATION

On August 10, 2011, President and Chief Executive Officer Frank J. Travea gave notice of his retirement effective November 1, 2011. The Board of Directors has begun a search for a new Chief Executive Officer. Janice A. Summers will continue as acting President until a replacement is found.

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*********

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

32 Section 1350 Certification

101

Interactive Data Files +

______________

*		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.
+		Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

ROEBLING FINANCIAL CORP, INC.

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:	August 15, 2011	By:	/s/ Janice A. Summers
			Janice A. Summers
			Acting President, Chief Operating Officer and
			Chief Financial Officer
			(Duly Authorized Officer and Principal Financial
			and Accounting Officer)

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