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
OR
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)
|
NA
|
(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.
|
1
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.
|
2
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 |
3
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.
|
4
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
5
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.
6
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.
7
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 |
8
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
9
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.
10
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.
11
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.
12
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.
13
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.
14
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.
15
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.
16
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.
17
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
|
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
|
18
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.
|
19
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)
|