Roebling Financial Corp, Inc. - FORM 10-Q

Attached files

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EX-31 - EXHIBIT 31 - CERTIFICATION - Roebling Financial Corp, Inc.	ex31.htm
EX-32 - EXHIBIT 32 - CERTIFICATION - Roebling Financial Corp, Inc.	ex32.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, 2010

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

For the transition period from to __________________

Commission file number 0-50969

ROEBLING FINANCIAL CORP, INC.

(Exact name of Registrant as specified in its charter)

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

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

(609) 499-9400

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 10, 2011

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

ROEBLING FINANCIAL CORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2010

INDEX

			Page Number

PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, IN

Item 1.	Consolidated Financial Statements and Notes Thereto		1 – 14
Item 2.	Management’s Discussion and Analysis of Financial
		Condition and Results of Operations	15 - 18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18
Item 4T.	Controls and Procedures		18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		19
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults upon Senior Securities		19
Item 4.	Reserved		19
Item 5.	Other Information		19
Item 6.	Exhibits		20

SIGNATURES			21

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(In thousands, except share data)

	December 31,			September 30,
	2010			2010

Assets

Cash and due from banks	$	800		$	908
Interest-bearing deposits		2,243			5,111
Total cash and cash equivalents		3,043			6,019

Securities available for sale		41,612			40,593
Securities held to maturity		124			127
Loans receivable, net		112,190			111,967
Real estate owned		352			749
Accrued interest receivable		525			504
Federal Home Loan Bank of New York stock, at cost		701			746
Premises and equipment		3,193			3,224
Other assets		3,528			2,829
Total assets	$	165,268		$	166,758

Liabilities and Stockholders' Equity

Liabilities

Deposits	$	138,193		$	138,769
Borrowed funds		9,000			10,000
Advances from borrowers for taxes and insurance		504			456
Other liabilities		1,546			1,417
Total liabilities		149,243			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		10,341			10,348
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(291	)		(310	)
Unallocated restricted stock plan shares		(97	)		(93	)
Deferred compensation obligation		261			240
Stock purchased for deferred compensation plan		(261	)		(240	)
Retained earnings - substantially restricted		5,641			5,502
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		571			812
Defined benefit plan, net of tax		(122	)		(125	)
Total stockholders' equity		16,025			16,116

Total liabilities and stockholders' equity	$	165,268		$	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
	December 31,
	2010			2009

Interest income:
Loans receivable	$	1,436		$	1,612
Securities		324			416
Other interest-earning assets		13			13
Total interest income		1,773			2,041

Interest expense:
Deposits		422			545
Borrowed funds		55			104
Total interest expense		477			649

Net interest income before provision for loan losses		1,296			1,392
Provision for loan losses		50			425
Net interest income after provision for loan losses		1,246			967

Non-interest income:
Loan fees		22			22
Account servicing and other		100			107
Gain on sale of loans		8			2
Total non-interest income		130			131

Non-interest expense:
Compensation and benefits		579			582
Occupancy and equipment		119			141
Service bureau and data processing		129			139
Federal deposit insurance premiums		81			82
Real estate and repossessed asset expense, net		18			30
Other expense		230			269
Total non-interest expense		1,156			1,243

Income (loss) before income tax (benefit)		220			(145	)
Income tax (benefit)		81			(64	)
Net income (loss)		139			(81	)

Other comprehensive income (loss), net of tax:
Unrealized loss on securities available for sale, net of tax		(241	)		(16	)
Adjustment to minimum pension liability		3			4
Comprehensive loss	$	(99	)	$	(93	)

Earnings (loss) per common share:
Basic	$	0.08		$	(0.05	)
Diluted	$	0.08		$	(0.05	)

Weighted average number of shares outstanding:
Basic		1,651			1,642
Diluted		1,651			1,642

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS 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 three
months ended
December 31, 2010		-		-			-			-			-			-		-			139		-			139

Amortization of ESOP shares		-		(10	)		-			19			-			-		-			-		-			9

Change in unrealized gain
(loss) on securities
available for sale
net of tax		-		-			-			-			-			-		-			-		(241	)		(241	)

Deferred compensation
plan		-		-			-			-			-			21		-			-		-			21

Common stock acquired
for deferred
compensation plan		-		-			-			-			-			-		(21	)		-		-			(21	)

Allocation of RSP shares		-		6			-			-			(4	)		-		-			-		-			2

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

Adjustment to mimimum
pension liability,
net of tax		-		-			-			-			-			-		-			-		3			3

Balance at December 31, 2010	$	172	$	10,341		$	(190	)	$	(291	)	$	(97	)	$	261	$	(261	)	$	5,641	$	449		$	16,025

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Three Months Ended
	December 31,
	2010			2009

Cash flows from operating activities:
Net income (loss)	$	139		$	(81	)
Adjustments to reconcile net income (loss) to cash provided by (used in)
operating activities:
Depreciation		32			50
Amortization of premiums and discounts, net		11			21
Amortization of deferred loan fees and costs, net		5			2
Provision for loan losses		50			425
Provision for losses on REO		11			-
(Gain) loss on sale of real estate owned, net		(2	)		17
Originations of loans held for sale, net of repayments		(2,641	)		(276	)
Gain on sale of loans		(8	)		(2	)
Proceeds from sale of loans held for sale		3,155			278
Increase in other assets		(544	)		(1,621	)
(Increase) decrease in accrued interest receivable		(21	)		60
Increase in other liabilities		133			74
Amortization/allocation of ESOP and RSP		11			10
Increase in deferred compensation stock obligation		21			33
Net cash provided by (used in) operating activities		352			(1,010	)

Cash flows from investing activities:
Purchase of securities available for sale		(5,029	)		(3,041	)
Proceeds from payments and maturities of securities available for sale		3,598			6,522
Proceeds from payments and maturities of securities held to maturity		3			6
Net (increase) decrease in loans		(911	)		721
Proceeds from sale of real estate owned		516			292
Redemption (purchase) of Federal Home Loan Bank stock		45			(90	)
Purchase of premises and equipment		(1	)		(58	)
Net cash (used in) provided by investing activities		(1,779	)		4,352

Cash flows from financing activities:
Net decrease in deposits		(576	)		(4,301	)
Net increase in short-term borrowed funds		-			5,000
Repayment of long-term borrowed funds		(1,000	)		(3,000	)
Increase (decrease) in advance payments by borrowers for taxes
and insurance		48			(12	)
Purchase of common shares for deferred compensation plan		(21	)		(33	)
Net cash used in financing activities		(1,549	)		(2,346	)

Net (decrease) increase in cash and cash equivalents		(2,976	)		996
Cash and cash equivalents at beginning of period		6,019			4,074
Cash and cash equivalents at end of period	$	3,043		$	5,070

Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	477		$	648
Income taxes		31			-

Transfer of loans to real estate owned		128			691

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

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

The results of operations for the three months ended December 31, 2010, 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
	December 31,
	2010		2009

Net income (loss)	$	139,198	$	(81,182	)

Weighted average common shares
outstanding for computation of
basic EPS (1)		1,651,069		1,641,919

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

Weighted-average common shares
for computation of diluted EPS		1,651,069		1,641,919

Earnings (loss) per common share:
Basic	$	0.08	$	(0.05	)
Diluted		0.08		(0.05	)

(1) Excludes unallocated ESOP shares

NOTE 3 – TREASURY STOCK

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

NOTE 4 – SECURITIES AVAILABLE FOR SALE

	December 31, 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	$	5,750,000	$	21,655	$	17,540	$	5,754,115
Due after five years through ten years		9,999,024		9,600		194,184		9,814,440

Marketable Equity Securities		2,888		-		2,768		120

Residential Mortgage-backed Securities		24,908,417		1,173,876		38,621		26,043,672

	$	40,660,329	$	1,205,131	$	253,113	$	41,612,347

	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 three months ended December 31, 2010.

The following table provides a summary of securities available for sale which were in an unrealized loss position at December 31, 2010 and September 30, 2010. Approximately $2,800 or 1% and $2,800 or 50% of the unrealized loss as of December 31, 2010 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 likely that we would be required to sell them before recovery of the amortized cost basis.

	December 31, 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	$	7,787,300	$	211,724	$	-	$	-
Marketable Equity Securities		-		-		120		2,768
Residential Mortgage-backed Securities		1,985,512		38,621		-		-

Total available for sale	$	9,772,812	$	250,345	$	120	$	2,768

	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

	December 31,			September 30,
	2010			2010

Residential Mortgage-backed Securities:
Amortized cost	$	123,736		$	127,306
Gross unrealized gains		4,982			5,191
Gross unrealized losses		(7	)		(21	)

Estimated fair value	$	128,711		$	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 December 31, 2010:

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

Residential:
Mortgage	$	157	$	-	$	702	$	859	$	54,048	$	54,907	$	702	$	-
Home equity		55		-		97		152		27,998		28,150		126		-
Commercial purpose		968		541		3,604		5,113		26,845		31,958		4,400		191
Consumer:
Account loans		-		-		-		-		131		131		-		-
Unsecured		-		-		-		-		108		108		-		-
Other		-		-		-		-		98		98		-		-
	$	1,180	$	541	$	4,403	$	6,124	$	109,228	$	115,352	$	5,228	$	191

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

	For the Three Months Ended December 31, 2010
			Commercial
(In thousands)	Residential		Purpose			Consumer			Unallocated			Total

Beginning balance	$	484	$	2,664		$	18		$	42		$	3,208
Provision for loan losses		1		86			(1	)		(36	)		50
Charge-offs		-		(71	)		-			-			(71	)
Recoveries		-		-			-			-			-
Ending Balance	$	485	$	2,679		$	17		$	6		$	3,187

As of December 31, 2010, the ending allowance balance where the related loans are evaluated for impairment:

			Commercial
(In thousands)	Residential		Purpose		Consumer		Unallocated		Total

Individually	$	83	$	1,854	$	-	$	-	$	1,937
Collectively		402		825		17		6		1,250
Total	$	485	$	2,679	$	17	$	6	$	3,187

As of December 31, 2010, the related loan balance where the loans are evaluated for impairment:

			Commercial
(In thousands)	Residential		Purpose		Consumer		Total

Individually	$	735	$	3,935	$	-	$	4,670
Collectively		82,322		28,023		337		110,682
Total	$	83,057	$	31,958	$	337	$	115,352

Additional information about impaired loans, by portfolio segment and class as of December 31, 2010, is as follows:


	Loan		Related
(In thousands)	Balance		Allowance

With no related allowance:
Residential
Mortage	$	32
Home equity		33
Commercial purpose		1,113

With a related allowance:
Residential
Mortage		670	$	83
Home equity		-		-
Commercial purpose		2,822		1,854

Total:
Residential
Mortage	$	702	$	83
Home equity		33		-
Commercial purpose		3,935		1,854
Total impaired	$	4,670	$	1,937

The average balance of impaired loans outstanding for the three months ended December 31, 2010 and 2009 was $4.9 million and $5.3 million, respectively. Interest income of $4,200 and $3,200 was recognized on impaired loans during the three months ended December 31, 2010 and 2009, 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, along with impaired loan determinations. 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 December 31, 2010:

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

Pass	$	52,376	$	27,993	$	21,254
Special mention		1,829		60		2,264
Substandard, not impaired		-		64		4,505
Impaired		702		33		3,935
Total	$	54,907	$	28,150	$	31,958

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

Performing	$	131	$	108	$	98
Non-performing		-		-		-
Total	$	131	$	108	$	98

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 December 31, 2010, there were 16,434 shares remaining for future option awards.

There was no activity under the Plans for the three months ended December 31, 2010. The following table summarizes all options outstanding as of December 31, 2010, all of which are exercisable:

Number	Exercise	Remaining
of Shares	Price	Contractual Life

54,642	$ 10.000	5.1 years
48,600	12.725	5.7 years

103,242	$ 11.283	5.4 years

No stock option expense was recorded in the three months ended December 31, 2010 or 2009 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 December 31, 2010, there were 21,404 shares remaining for future awards. Compensation expense for the Plans was approximately $4,600 and $3,900, respectively, for the three months ended December 31, 2010 and 2009, respectively.

The following table summarizes changes in unvested shares for the three months ended December 31, 2010:

				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 December 31, 2010		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 $9,700 and $11,700 for the three months ended December 31, 2010 and 2009, respectively.

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 below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
December 31, 2010
Securities available for sale:
U.S. government and agency securities	$	-	$	15,568	$	-	$	15,568
Mortgage-backed securities		-		26,044		-		26,044

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

Gains (losses) included in Other Comprehensive Income, net of tax:

	Three Months Ended
	December 31,
	2010			2009
	(Dollars in thousands)
Securities available for sale:
U.S. government and agency securities	$	(160	)	$	(26	)
Mortgage-backed securities		(81	)		10

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)
December 31, 2010
Impaired loans	$	-	$	-	$	1,556	$	1,556
Real estate owned		-		-		352		352

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 of $10,700 on REO properties were recorded during the three months ended December 31, 2010 as a provision for REO losses. No additional impairment was recorded during the three months ended December 31, 2009.

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 as of December 31, 2010 are as follows (in thousands):

	Carrying		Fair
	Amount		Value

Financial Assets

Cash and cash equivalents	$	3,043	$	3,043
Securities available for sale		41,612		41,612
Securities held to maturity		124		129
Loans receivable		112,190		116,182
Accrued interest receivable		525		525
FHLB stock		701		701

Financial Liabilities

Deposits		138,193		140,236
Borrowed funds		9,000		9,332

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 December 31, 2010 would require recognition or disclosure in the financial statements as of or for the three-month period ended December 31, 2010. No such subsequent events were identified.

NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS

In January, 2011 the FASB issued Accounting Standards Update (“ASU”) No. 2011-01 under Topic 310, Receivables. This update temporarily defers the effective date of the disclosures about troubled debt restructurings in ASC 2010-20 for public entities. 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 are now 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.

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, 2010, the Company had total assets, deposits, borrowings and stockholders’ equity of $165.3 million, $138.2 million, $9.0 million and $16.0 million, respectively. For the three months ended December 31, 2010, the Company reported net income of $139,000, or $.08 per diluted share, compared to a net loss of $81,000, or $.05 per diluted share, for the same period in 2009. The increased earnings are primarily attributable to a decrease in the provision for loan losses, which totaled $50,000 and $425,000 for the three months ended December 31, 2010 and 2009, respectively.

Changes in Financial Condition

Total assets decreased by $1.5 million, or .9%, to $165.3 million at December 31, 2010, from $166.8 million at September 30, 2010. This decrease is primarily attributable to a $3.0 million decrease in cash and cash equivalents, partially offset by a $1.0 million increase in investment securities. Deposits decreased by $576,000, or .4%, while borrowed funds decreased by $1.0 million, to $9.0 million at December 31, 2010 from $10.0 million at September 30, 2010. Stockholders’ equity decreased by $91,000, to $16.0 million at December 31, 2010 from $16.1 million at September 30, 2010. The decrease was primarily attributable to a $241,000 decrease in the net unrealized gain on securities available for sale, partially offset by net income of $139,000.

Results of Operations

Net Interest Income. For the three-months ended December 31, 2010, the Company reported net interest income before provision for loan losses of $1,296,000, compared to $1,392,000 for the same period in 2009. The decrease in net interest income was the result of a decrease in interest income of $268,000, partially offset by a decrease in interest expense of $172,000. The interest rate spread was 2.96% for the three months ended December 31, 2010 compared to 3.12% for the three months ended December 31, 2009, while the net interest margin was 3.26% for the 2010 period compared to 3.47% for the 2009 period. The Company’s spread and margin decreased for the three months ended December 31, 2010 compared to the same 2009 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 124.1% for the three months ended December 31, 2010 from 121.4% for the same 2009 period.

The average balance of total interest-earning assets for the three months ended December 30, 2010 decreased by $1.2 million compared to the three months ended December 31, 2009, while the average yield decreased to 4.45% from 5.08%. The decrease in total interest income of $268,000 for the three months ended December 31, 2010 is comprised of a decrease in interest income of $176,000 on loans receivable and a decrease of $92,000 in interest income on investment securities. Average loan receivable balances decreased by $6.8 million for the three months ended December 31, 2010 compared to the same 2009 period, while the average yield decreased to 5.10% from 5.39%. The decline in yield is due to the decline in portfolio rates as adjustable-rate loans repriced downwards and new loans came into the portfolio at lower rates, reflecting lower market rates. For the three months ended December 31, 2010, the average balance of securities and other interest-earning assets increased by $5.6 million compared to the same 2009 period, while the average yield decreased to 2.89% from 4.19%.

The average balance of interest-bearing liabilities decreased by $3.7 million for the three months ended December 31, 2010 compared to same 2009 period, while the average cost decreased to 1.49% from 1.96%. The decrease in total interest expense of $172,000 for the three months ended December 31, 2010 is comprised of a $123,000 decrease in interest expense on deposits and a $49,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $1.4 million with a decrease in the average cost to 1.39% for the three months ended December 31, 2010, compared to 1.81% for the same 2009 period, while average borrowings decreased by $5.1 million, with a decrease in the average cost to 3.19% from 3.42%.

Provision for Loan Losses. The provision for loan losses was $50,000 and $425,000 for the three months ended December 31, 2010 and 2009, respectively. Charge-offs of $71,000 and $477,000 were recorded during the three months ended December 31, 2010 and 2009, respectively. At December 31, 2010, the allowance for loan losses was $3,187,000 (2.76% of the loan portfolio) compared to $3,208,000 (2.79% of the loan portfolio) at September 30, 2010. Non-performing loans, consisting of non-accrual loans and accruing loans more than 90 days delinquent, were $5.4 million or 4.70% of total loans at December 31, 2010, compared to $4.9 million or 4.26% at September 30, 2010. Five additional loans with balances totaling $987,000 were placed on non-accrual during the three months ended December 31, 2010. One of these loans is secured by commercial real estate and four, to a single borrower, are secured by one-to-four family residential properties. They are all less than 90 days delinquent. We are working closely with the borrowers to attempt to bring these five loans back to a current and paying status. During the quarter ended December 31, 2010 we also moved one loan, with a balance of $195,000, to REO upon receiving a deed-in-lieu of foreclosure and received pay-downs of $278,000 on two other loans. 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
	December 31,
	2010			2009

Balance - beginning	$	3,207,851		$	2,919,597
Provision for loan losses		50,000			425,000
Charge-offs		(70,904	)		(476,770	)
Recoveries		105			54

Balance - ending	$	3,187,052		$	2,867,881

Non-interest Income. Non-interest income decreased $1,000 for the three months ended December 31, 2010 compared to the same 2009 period. Account servicing and other fees decreased by $7,000, or 6.5% while gain on sale of loans increased by $6,000 during the same periods. The decrease in account servicing and other fees is due primarily to lower non-sufficient and uncollected fund fees. The increase in gain on sale of loans is due to an

increase in the volume of loans sold. Loan sales totaled $3.2 million and $276,000 in the three months ended December 31, 2010 and 2009, respectively. The higher loan volumes in 2010 were a result of a strong refinance market.

Non-interest Expense. Non-interest expense decreased $87,000, or 7.0%, to $1,156,000 for the three months ended December 31, 2010, from $1,243,000 for the same period in 2009, with decreases reflected in all reporting line items. Occupancy and equipment expense decreased by $22,000 for the three months ended December 31, 2010 compared to the same 2009 period, primarily due to a decrease in depreciation expense, as a number of fixed assets became fully depreciated. Service bureau and data processing expense decreased by $10,000 for the three months ended December 31, 2010 compared to the same 2009 period primarily due to a reduction in the amount of outside support required in the 2010 period. The $12,000 decrease in real estate and repossessed assets expense for the three months ended December 31, 2010 compared to the same 2009 period is primarily attributable to a lower amount of losses on the sale of REO properties. Other expense decreased by $39,000 for the three months ended December 31, 2010 compared to the same 2009 period, primarily due to lower collection and servicing costs on non-performing loans.

Income Taxes. The Company recorded income tax expense of $81,000 and a tax benefit of $64,000 for the three months ended December 31, 2010 and 2009, respectively, reflecting an effective tax rate of 36.8% and tax benefit rate of 44.1%, respectively. The variance in effective tax rates is due to permanent book / tax differences.

Liquidity and Regulatory Capital Compliance

On December 31, 2010, the Bank was in compliance with its regulatory capital requirements as follows:

(Dollars in thousands)	Amount		Ratio

Tangible capital	$	13,782		8.39	%
Tangible capital requirement		2,465		1.50	%
Excess over requirement	$	11,317		6.89	%

Core capital	$	13,782		8.39	%
Core capital requirement		6,573		4.00	%
Excess over requirement	$	7,209		4.39	%

Risk-based capital	$	15,025		15.11	%
Risk-based capital requirement		7,956		8.00	%
Excess over requirement	$	7,069		7.11	%

The Company anticipates that it will have sufficient funds available to meet its current commitments. As of December 31, 2010, the Bank had outstanding commitments to fund loans of $4.8 million, commitments on unused lines of credit of $12.3 million and $682,000 in commitments to sell loans. Certificates of deposit scheduled to mature in one year or less as of December 31, 2010 totaled $40.0 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,
	2010 (1)			2009 (1)
Earnings (loss) per common share (2):
Basic	$	0.08		$	(0.05	)
Diluted	$	0.08		$	(0.05	)
Return on average assets (1)		0.34	%		(0.19	)%
Return on average equity (1)		3.45	%		(2.00	)%
Interest rate spread (1)		2.96	%		3.12	%
Net interest margin (1)		3.26	%		3.47	%
Non-interest expense to average assets (1)		2.79	%		2.94	%
Non-performing assets to total assets		3.49	%		4.77	%
Non-performing loans to total loans		4.70	%		5.47	%
Book value per share (3)	$	9.50		$	9.60


(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, 2010
	was 1,651,069 basic and diluted. The average number of shares outstanding during the three
	months ended December 31, 2009 was 1,641,919 basic and diluted.
(3)	There were 1,686,527 shares outstanding at December 31, 2010 and December 31, 2009.

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*
October 1 through 31		2,000	**	$	4.25		-		64,153
November 1 through 30		-			-		-		64,153
December 1 through 31		2,450	**	$	4.75		-		63,412
Total		4,450		$	4.53		-

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

(a)	Not applicable

(b)	Not applicable

ITEM 6. EXHIBITS

List of Exhibits:

3.1	Certificate of Incorporation*

3.2

Bylaws**

4.0	Form of Stock Certificate***

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

10.2	Stock Option Plan****

10.3	Restricted Stock Plan****

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

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

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

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

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

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

10.10

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

10.11

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

10.12

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

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

32	Section 1350 Certification


*		Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.
**		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005.
***		Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
****		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
*****		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
******		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008.
*******		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
********		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter 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.

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:	February 14, 2010	By:	/s/ Frank J. Travea, III
			Frank J. Travea, III
			President and Chief Executive Officer
			(Principal Executive Officer)


Date:	February 14, 2010	By:	/s/ Janice A. Summers
			Janice A. Summers
			Senior Vice President, Chief Operating Officer and
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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