UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K


(Mark One)


[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended September 30, 2010


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 No. 0-50969





ROEBLING FINANCIAL CORP, INC.(Exact Name of Registrant as Specified in its Charter)





New Jersey

55-0873295(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer Identification No.)





Route 130 South and Delaware Avenue, Roebling, New Jersey

08554(Address of Principal Executive Offices)

(Zip Code)





Registrant’s Telephone Number, including area code (609) 499-9400




Securities registered pursuant to Section 12(b) of the Act:  None




Securities registered pursuant to Section 12(g) of the Act:





Common Stock, $0.10 par value(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ]YES  [X] NO




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] YES    [X]  NO




Indicate by check mark whether the registrant: (l) 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. [X] YES  [  ] NO




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]




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 oNon-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 Act).  Yes [   ] No [X]




The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $4.6 million as of the last business day of the registrant’s most recently completed second quarter (March 31, 2010) based on the last sale ($3.75 per share) reported on  the OTC Bulletin Board as of that date. Solely for purposes of this calculation, the term “affiliate” refers to all directors and executive officers of the registrant, the registrant’s stock benefit plan trusts and all shareholders beneficially owning more than 10% of the registrant’s common stock.




As of December 17, 2010, there were 1,686,527 shares of the registrant’s common stock issued and outstanding.




DOCUMENTS INCORPORATED BY REFERENCE





Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended September 30, 2010 (Parts I & II)


2.           Portions of the Registrant’s definitive Proxy Statement for the 2011 Annual Meeting of Shareholders. (Part III)













ROEBLING FINANCIAL CORP, INC.


ANNUAL REPORT ON FORM 10-K


for the fiscal year ended September 30, 2010





INDEX





PART IPageItem 1.

Business

2Item 1A.

Risk Factors

27Item 1B.

Unresolved Staff Comments

27Item 2.

Properties

27Item 3.

Legal Proceedings

28Item 4.

[Reserved]

28PART IIItem 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

28Item 6.

Selected Financial Data

28Item 7.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

28Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

28Item 8.

Financial Statements and Supplementary Data

28Item 9.

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

28Item 9A.

Controls and Procedures

29Item 9B.

Other Information

29PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

29Item 11.

Executive Compensation

29Item 12.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

30Item 13.

Certain Relationships and Related Transactions, and Director Independence

31Item 14.

Principal Accounting Fees and Services

31PART IVItem 15.

Exhibits, Financial Statement Schedules

31SIGNATURES








1


PART I





Forward-Looking Statements





Roebling Financial Corp, Inc. (the “Company” or “Registrant”) may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the Securities and Exchange Commission (including this Annual Report on Form 10-K and the exhibits thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995.





These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements:  the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; acquisitions; the Bank’s success in establishing new branches; changes in consumer spending and savings habits; and the success of the Company at managing the risks involved in the foregoing.





The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the company.





Item 1. Business





General





On September 30, 2004, Roebling Financial Corp., MHC (the “MHC”) completed its reorganization into stock form and the Company succeeded to the business of the MHC’s former federal mid-tier holding company subsidiary.  Each outstanding share of common stock of the former mid-tier holding company (other than shares held by the MHC which were cancelled) was converted into 3.9636 shares of common stock of the Company. As part of the transaction, the Company sold a total of 910,764 shares to the public at $10 per share, including 72,861 shares purchased by the Company’s employee stock ownership plan with funds borrowed from the Company.  The Company’s business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the “Bank”), a federally chartered stock savings 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.





The Company’s headquarters are located at Route 130 South and Delaware Avenue, Roebling, New Jersey 08554, its main telephone number is (609) 499-9400 and its website address is www.roeblingbank.com.


2


Supervisory Agreement





On June 17, 2009, the Bank entered into a supervisory agreement (the “Supervisory Agreement”) with the Office of Thrift Supervision (“OTS”), the Bank’s primary federal regulator, which restricts the Bank’s ability to engage in certain lending activities and requires the Bank to take various corrective actions.  As a result of the Supervisory Agreement, the Bank became subject to certain regulations, which limit future asset growth and increase the Bank’s supervisory expenses.





The Supervisory Agreement prohibits the Bank from making non-residential real estate loans, commercial loans, construction loans and loans secured by non-owner-occupied residential property (“investor loans”) or purchasing any loan participation without the prior written non-objection of the OTS except for loans originated pursuant to legally binding commitments existing as of March 31, 2010, renewals or modifications of loans of $500,000 or less secured by properties in the Bank’s local lending area and originations of one-to-four family construction loans secured by property in the Bank’s local lending area under binding sale contracts to an owner-occupant with permanent financing.  The Supervisory Agreement further requires the Bank to adopt a plan for reducing its concentrations in non-residential real estate loans, investor loans, participation loans and construction loans and for reducing criticized assets.  The Bank must also adopt a new loan loss allowance policy and correct loan underwriting and credit administration weaknesses cited in the most recent examination report.  Finally, the Supervisory Agreement prohibits the Bank from taking brokered deposits without prior OTS approval.  The Supervisory Agreement will remain in effect until modified, suspended or terminated by the OTS.  The Bank believes that it is in compliance with the Supervisory Agreement.





As a result of the Supervisory Agreement, the Bank has also become subject to certain OTS regulations that prohibit it from increasing its total assets during any quarter in excess of an amount equal to net interest credited on deposits for the quarter without OTS approval.  The Bank will also be assessed at a higher rate by the OTS for examinations and supervision and by the FDIC for federal deposit insurance.





Market Area and Competition





The Bank has five retail offices, two located in Roebling and one located in each of Delran, Westampton and New Egypt, New Jersey. From these locations, the Bank primarily serves the towns of Roebling, Delran, Westampton Township, Florence Township and New Egypt. The Bank’s secondary market includes Burlington City and Township, Cream Ridge, Wrightstown, Bordentown City, Mt. Holly, Rancocas, Moorestown, Riverside and Cinnaminson, and Springfield, Mansfield, Bordentown, Plumsted, New Hanover, North Hanover, Eastampton, Hainesport and Lumberton Townships.





Roebling is an established, densely populated blue-collar community characterized by a declining population and a higher proportion of retirees than the nation as a whole. New Egypt, Westampton and  Delran are developing suburban markets with a lower population density than Roebling but a higher household growth rate.





The Bank faces significant competition in attracting loans and deposits and originating loans.  Our competition for loans and deposits comes from other insured financial institutions such as commercial banks, thrift institutions (including savings banks), credit unions and multi-state regional banks in the Bank’s market areas, as well as internet banks.  We also compete with brokers and mortgage banking companies for loans.  Competition for funds also includes a number of insurance products sold by local agents and investment products such as mutual funds and other securities sold by local and regional brokers. The Bank maintains and attracts customers by offering competitive interest rates and a high level of personal service.







3





Lending Activities





The Company’s principal lending activity is the origination of loans secured by real property in Southern New Jersey. At September 30, 2010, the Bank’s loan portfolio included $61.1 million in loans secured by liens on one-to-four family properties, $28.3 million in home equity loans, $18.9 million in loans secured by commercial real estate, $2.8 million in loans secured by land or properties under construction and $3.0 million in loans secured by multi-family properties. The Bank’s loan portfolio also includes commercial and consumer loans.  Under the Supervisory Agreement, the Bank may not make non-residential real estate loans, commercial loans, construction loans and loans secured by non-owner-occupied residential property without prior written non-objection from the OTS.  The majority of the Bank’s borrowers are located in Southern New Jersey and could be expected to be similarly affected by economic and other conditions in this area. The Company does not believe that there are any other concentrations of loans or borrowers in its portfolio.





Loan Portfolio Composition.The following table sets forth information concerning the composition of the Company’s loan portfolio in dollar amounts and in percentages of the total loan portfolio as of the dates indicated.





At September 30,2010

2009

2008$

%

$

%

$

%(Dollars in thousands)Real estate loans:One-to-four family (1)

$
61,113

53.04
%

$
62,138

50.80
%

$
47,723

41.60
%Multi-family


2,994

2.60



3,801

3.11



3,849

3.36Construction and land


2,814

2.44



5,785

4.73



12,715

11.08Commercial real estate


18,936

16.44



21,424

17.51



20,002

17.44Total real estate loans


85,857

74.52



93,148

76.15



84,289

73.48Consumer and other loans:Home equity


28,250

24.52



27,530

22.51



27,867

24.29Commercial


743

0.65



1,290

1.05



2,294

2.00Other consumer


357

0.31



350

0.29



265

0.23Total consumer and other loans


29,350

25.48



29,170

23.85



30,426

26.52Total loans


115,207

100.00
%


122,318

100.00
%


114,715

100.00
%Less:Loans in process


58





987





4,299Net deferred loan origination fees (costs)


(26
)




(17
)




(14
)Allowance for loan losses


3,208





2,920





956Total loans, net

$
111,967




$
118,428




$
109,474





______


(1)           Includes $506,000 in loans held for sale at September 30, 2010.


4


Loan Maturity Table.The following table sets forth the contractual maturities of the Company’s loan portfolio at September 30, 2010. The table does not reflect anticipated prepayments or scheduled principal repayments. All mortgage loans are shown as maturing based on contractual maturities. Demand loans, loans having no stated schedule of payments and no stated maturity and overdrafts are shown as due in one year or less. Amounts shown are net of loans in process.





Due in One Year or Less

Due After One Year Through Five Years

Due After

Five Years

Total(In thousands)Real estate loans:One-to-four family

$
1,129

$
1,773

$
58,211

$
61,113Multi-family


--


--


2,994


2,994Construction and land


2,708


--


48


2,756Commercial real estate


399


3,270


15,267


18,936Consumer and other loans:Home equity


283


2,357


25,610


28,250Commercial


288


192


263


743Other consumer


15


216


126


357Total

$
4,822

$
7,808

$
102,519

$
115,149








The following table sets forth as of September 30, 2010 the dollar amount of all loans due after September 30, 2011, according to rate type and loan category.





Fixed Rates

Floating or Adjustable Rates

Total(In thousands)Real estate loans:One-to-four family

$
28,630

$
31,354

$
59,984Multi-family


--


2,994


2,994Construction and land


--


48


48Commercial real estate


3,446


15,091


18,537Consumer and other loans:Home equity


17,765


10,202


27,967Commercial


191


264


455Other consumer


204


138


342Total

$
50,236

$
60,091

$
110,327





One-to-Four Family Mortgage Loans.The Company offers first mortgage loans secured by one-to-four family residences in its primary lending area. Typically, such residences are single-family homes that serve as the primary residence of the owner.  The Company requires private mortgage insurance on one-to-four family, owner-occupied loans with a loan-to-value ratio in excess of 80%. The Company currently offers fixed-rate and adjustable-rate mortgage loans with terms up to 40 years.  The Company’s adjustable-rate mortgage loans generally have  rates that adjust annually or terms in which interest rates are fixed for the first three to ten years and adjust annually thereafter (e.g. “10/1 ARM”). ARM loans are qualified at the fully indexed mortgage rate as of the date of the commitment. The Company offers such loans in an effort to make its assets more interest rate sensitive. Interest rates charged on fixed-rate loans are competitively priced based on the local market.






5




The Company’s portfolio also includes mortgage loans on non-owner occupied one-to-four family residences. Such loans are generally offered with variable rates or balloons which typically adjust or mature, respectively, within 10 years. Renewal of balloon mortgage loans is based on the credit history as well as the current qualification of the borrower at the time of renewal. Loan origination fees on loans are generally 0% to 3% of the loan amount depending on the market rate and customer demand.  At September 30, 2010, the Bank’s one-to-four family mortgage portfolio included approximately $8.1 million in loans secured by non-owner-occupied residential properties.  Loans secured by non-owner-occupied property are generally considered to involve a higher degree of credit risk than the financing of owner-occupied properties since repayment may be affected by the continued receipt of rental income from such properties.





The Company generally retains adjustable and shorter-term, fixed-rate loans in its portfolio and sells qualifying longer-term fixed-rate loans to Fannie Mae pursuant to forward commitments and retains the servicing rights.  Generally, fixed-rate loans have a 10 to 40 year term to maturity. Non-conforming, fixed-rate loans are both retained in the Company’s portfolio and sold in the secondary market to private entities, servicing released. At September 30, 2010 there were $506,000 in loans held for sale.  See “-- Loan Servicing, Purchases and Sales.”





Construction and Land Lending.The Company’s loan portfolio includes residential and commercial construction loans and loans secured by undeveloped land. Construction loans are classified as either pre-sold or speculative real estate loans at the time of origination, depending on whether a buyer is under contract of sale, and are generally limited to the counties within or surrounding the Company’s primary market areas.  Construction loans are made to local individuals for the purpose of constructing their single-family residence, to real estate builders or developers for the purpose of constructing residential housing or nonresidential structures or to business customers for owner-occupied use. Land loans are generally made to builders and developers for the purpose of constructing improvements thereon.  Under the Supervisory Agreement, the Bank may not make construction or land loans without prior written non-objection from the OTS, unless for the origination of one-to-four family construction loans secured by property in the Bank’s local leading area under binding sale contracts to an owner-occupant with permanent financing.





The Company’s construction loans generally have maturities of 6 to 18 months, with payments being made monthly on an interest-only basis. Construction loan rates generally adjust monthly based on the prime rate plus a margin of 0% to 3% and are generally made with maximum loan-to-value ratios of 80%. Land loans generally have terms of less than 18 months, loan-to-value ratios of 50% or less and interest rates from 0% to 3% over prime. It is the Company’s policy to limit land loans to amounts not in excess of what the developer can absorb in one year.




Construction lending is generally considered to involve a higher level of risk as compared to single-family residential lending, due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Company than construction loans to individuals for their personal residences. Land loans impose additional risk because of the illiquidity of the security.





To limit its risk on construction and land loans, the Company requires the involvement of an experienced builder and generally requires personal guarantees from the principals of the borrower. The Company seeks to further mitigate the risk of construction lending by only disbursing funds on a pre-approved draw schedule. Advances are only made after scheduled work has been completed as confirmed









6





by an independent inspection. In addition, all construction properties are appraised on both an “as is” and an “as completed” basis to ensure that unadvanced funds will be sufficient to complete the project. The Company attempts to address the risks of land lending by requiring a loan-to-value ratio no greater than 50%. In addition, the Company does not generally make land loans on a speculative basis.





Commercial and Multi-Family Real Estate Loans and Commercial Business Loans.Commercial real estate loans are permanent loans secured by improved property such as office buildings, churches, small business facilities and other non-residential buildings primarily in the Company’s primary market area.  Multi-family residential loans are permanent loans served by residential buildings containing five or more units. Interest rates on commercial and multi-family loans are generally slightly higher than those offered on residential loans. Commercial and multi-family real estate loans are generally originated in amounts of up to 80% of the appraised value or purchase price of the mortgaged property (whichever is lower). The commercial and multi-family real estate loans in the Company’s portfolio generally consist of balloon or adjustable-rate loans which were originated at prevailing market rates.





The Company’s commercial business loans are generally secured by business assets, such as accounts receivable, or equipment and inventory, as well as real estate. However, the collateral securing the loans may depreciate over time, may be difficult to appraise, and may fluctuate in value based on the success of the business.





The Company’s commercial business lending policy emphasizes (1) credit file documentation, (2) analysis of the borrower’s character, (3) analysis of the borrower’s capacity to repay the loan (including review of annual financial statements), (4) adequacy of the borrower’s capital and collateral, and (5) evaluation of the industry conditions affecting the borrower. Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s credit analysis. The Company requests annual financial statements of the borrower on all commercial loans.





Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property with a value that tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself (which is likely to be dependent upon the general economic environment).  Under the Supervisory Agreement, the Bank may not make commercial loans or non-residential real estate loans without prior written non-objection from the OTS.





Consumer Loans.The Company originates home equity loans secured by single-family residences. These loans are made on owner-occupied, single-family residences and generally are originated as fixed-rate loans with terms of one to twenty years or variable- rate lines of credit tied to the prime rate. The loans are generally subject to an 80% combined loan-to-value limitation including any other outstanding mortgages or liens. The Company’s remaining consumer loans consist primarily of new and used mobile home loans, new and used automobile loans, account loans and unsecured personal loans.





The Company also offers high loan-to-value fixed-rate and non-owner occupied fixed-rate equity loans. Such loans are generally subject to loan to value limitations of 90% and 70%, respectively, including any other outstanding mortgages or liens. These loans are for terms of one to seven years. The Company will generally not take a position lower than a second lien.





Due to the type and nature of the collateral and, in some cases the absence of collateral, consumer lending generally involves more credit risk compared to one-to-four family residential lending. Consumer








7




lending collections are typically dependent on the borrower’s continuing financial stability, and thus, are more likely to be adversely affected by job loss, divorce, illness and personal bankruptcy. Generally, collateral for consumer loans depreciates rapidly and often does not provide an adequate source of repayment of the outstanding loan balance. The Company attempts to limit its exposure in consumer lending by emphasizing home equity loans with the Board determining loan-to-value ratios.





Loans-to-One-Borrower Limit. Under federal law, a federal savings bank generally may not lend to one borrower in an amount greater than the higher of $500,000 or 15% of its unimpaired capital and surplus. At September 30, 2010, our legal loans-to-one-borrower limit was approximately $2.2 million.  During 2009, we reduced our internal loans-to-one-borrower limit to $1,000,000 going forward.





At September 30, 2010, our largest lending relationship was $1.7 million and consisted of a construction loan secured by a multi-family property.  This loan is non-performing and in the process of foreclosure.  Our next largest lending relationship we had outstanding was $1.7 million and consisted of two loans.  One of the loans has a $1.6 million balance and is secured by an owner-occupied, single-family residence.  The other loan, with an $81,000 balance, is secured by business assets.





Loan Originations and Approval Authority.Loan originations are generally obtained from existing customers, members of the local community, and referrals from real estate brokers, lawyers, accountants, and current and past customers within the Company’s lending area.





Upon receipt of a loan application from a prospective borrower, a credit report and verifications are ordered to confirm specific information relating to the loan applicant’s employment, income and credit standing. An appraisal or valuation determination, subject to regulatory requirements, of the real estate intended to secure the proposed loan is undertaken. The President has lending authority to make mortgage and commercial loans of up to $350,000 and unsecured loans of up to $15,000 while the Bank’s Chief Operating Officer and Loan Officers have lesser lending authorities to make secured and unsecured loans. A Loan Officer Committee of management has the authority to make secured loans up to $400,000.  All other loans must be approved by the Board of Directors. All loans originated or purchased are underwritten by a lending officer, subject to the loan underwriting policies as approved by the Board of Directors. All purchased and originated loans are approved or ratified by the Board of Directors.





Loan applicants are promptly notified of the decision of the Company, setting forth the terms and conditions of the decision. If approved, these terms and conditions include the amount of the loan, interest rate and basis, amortization term, a brief description of the real estate to be mortgaged or the collateral to be pledged and the notice requirement of insurance coverage to be maintained to protect the Company’s interest. The Company requires title insurance or a title opinion on first mortgage loans and fire and casualty insurance on all properties securing loans, which insurance must be maintained during the entire term of the loan. The Company also requires flood insurance, if appropriate, in order to protect the Company’s interest in the security property. Mortgage loans originated and purchased by the Company in its portfolio generally include due-on-sale clauses that provide the Company with the contractual right to deem the loan immediately due and payable in the event that the borrower transfers ownership of the property without the Company’s consent.





Loan Servicing, Purchases and Sales.The Company services the loans it originates for its loan portfolio. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, making inspections as required of mortgaged premises, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, and generally administering the loans. Funds that have been escrowed by borrowers for the payment of mortgage-related expenses, such as property taxes and hazard and mortgage insurance premiums, are maintained in escrow accounts at the Bank.







8





The Company generally underwrites fixed-rate, one-to-four family mortgage loans pursuant to Fannie Mae guidelines to facilitate sale in the secondary market. Fixed-rate mortgage loans may be sold with servicing retained. Non-conforming, fixed-rate loans may be sold in the secondary market to private entities, and the servicing of such loans is not retained. Commercial purpose loans or participations may be sold, generally to stay within loan-to-one-borrower limits and generally with servicing retained. During the year ended September 30, 2010, the Company sold $1.3 million of loans. The Company had $506,000 in loans held-for-sale at September 30, 2010.  The Company recognized loan servicing fees of $31,000 for the year ended September 30, 2010. As of September 30, 2010, loans serviced for others totaled $11.9 million.





The Company sells participations in its loans to other banks and purchases participations in loans from other banks. Roebling Bank also purchases participations in affordable housing and community development loans originated by the Thrift Institutions Community Investment Corporation of New Jersey (“TICIC”). Participations are sold without recourse and are accounted for as sales in accordance with generally accepted accounting principles.  Participation agreements generally give transferees the right to pledge their ownership interests. A right of first refusal is required to be given to other participants before ownership interests are sold or assigned.





Loan Commitments.The Company issues written commitments to prospective borrowers on all approved mortgage loans, which generally expire within 30 days of the date of issuance. The Company charges a lock-in fee to lock in mortgage rates. In some instances, after a review of the rate, terms, and circumstances, commitments may be renewed or extended up to 60 days. At September 30, 2010, the Company had $5.2 million of outstanding commitments to fund loans, $12.5 million of unused lines of credit, and $1.3 million in commitments to sell loans.





Non-Performing and Problem Assets





Loan Delinquencies.The Company’s collection procedures provide that when a loan is 15 days past due, a delinquent notice is sent to the borrower and a late charge is imposed in accordance with the loan documents. If the payment is still delinquent after approximately 60 days, the borrower will receive a notice of default establishing a date by which the borrower must bring the account current or foreclosure proceedings will be instituted. Written notices are supplemented with telephone calls to the borrower. If the loan continues in a delinquent status for 90 days and no repayment plan is in effect, the account is turned over to an attorney for collection or foreclosure and the borrower is notified when foreclosure has been commenced.





Uncollected interest on loans that are contractually past due is charged off, or an allowance is established based on management’s periodic evaluation. The allowance is established by a charge to interest income and income is subsequently recognized only to the extent that cash payments are received until, in management’s judgment, the borrower’s ability to make periodic interest and principal payments is reestablished, in which case the loan is returned to accrual status. At a minimum, an allowance is generally established for all interest payments that are more than 90 days delinquent.





9


Non-Performing Assets.The following table sets forth information regarding non-performing loans and real estate owned, as of the dates indicated.





At September 30,2010

2009

2008(Dollars in thousands)Loans accounted for on a non-accrual basis:Mortgage loans:One-to-four family residential real estate

$
1,549

$
1,978

$
—Construction and land


2,286


3,255


870Commercial real estate


688


1,581


—Consumer and other loans:Home equity


127


50


52Other consumer


--


—


—Total non-accrual loans

$
4,650

$
6,864

$
922Accruing loans contractually past due 90 days or more:Mortgage loans:One-to-four family residential real estate

$
261

$
—

$
—Consumer and other loans:Home equity


—


—


—Other consumer


—


—


—Total accruing loans contractually past due90 days or more

$
261

$
—

$
—Total non-performing loans

$
4,911

$
6,864

$
922Real estate owned

$
749

$
1,203

$
306Other repossessed assets

$
—

$
—

$
—Total non-performing assets

$
5,660

$
8,067

$
1,228Total non-performing loans to total loans, net


4.26
%

5.66
%

0.83
%Total non-performing loans to total assets


2.95
%

3.98
%

0.60
%Total non-performing assets to total assets


3.39
%

4.68
%

0.79
%





As of September 30, 2010, non-accrual loans consist of thirteen loans with balances ranging from $29,000 to $1.7 million, and include two loans totaling $922,000 that were restructured in troubled debt restructurings.  The largest loan, with a balance of $1.7 million, is a participation in a condominium construction loan.  The project experienced delays, pre-sales did not meet expectations and the loan is now in foreclosure.  Another loan is a $786,000 participation in a loan collateralized by multiple single-family residences.  The borrower has defaulted and we are now in the process of foreclosure.  Another loan, with a balance of $586,000, is a participation in a condominium construction loan.  The project is complete but sales have occurred much more slowly, and at lower prices, than originally anticipated.  The borrower is working very closely with the lead bank as he attempts to get the units sold and the loan re-paid.  Our loan balance has decreased by $691,000 in fiscal 2010 from the proceeds of unit sales.  The remaining ten non-accrual loans have balances ranging from $29,000 to $369,000 and are in various stages of collection, workout and foreclosure.  Real estate owned consists of seven single-family properties and one parcel of land.  The highest valued property, with a book value of $416,000, was sold subsequent to year end with net proceeds approximating our book value.





For non-accrual loans outstanding at September 30, 2010 the Company would have recorded $324,000 in interest income for the year then ended, had the loans been current in accordance with their original terms.  Interest income of $47,000 on these loans was included in net income for the fiscal year.  Not included in the above table as of September 30, 2010 and 2009 are $1.2 million and $336,000, respectively, in loans that were restructured in a troubled debt restructuring and are performing in








10




accordance with the modified terms.  At September 30, 2010, the Company had no other loans which are not disclosed in the non-performing or classified asset tables as to which known information about possible credit problems of borrowers caused management to have serious doubts about the ability of such borrowers to comply with present loan repayment terms.  Approximately $1.9 million of the allowance for loan losses related to non-performing loans at September 30, 2010.





Classified Assets.Office of Thrift Supervision (“OTS”) regulations require savings associations to evaluate and classify their assets on a regular basis in a manner consistent with the asset classification system used by OTS examiners.  Under this classification system, problem assets are classified as “substandard,” “doubtful,” or “loss.”  An asset is considered substandard if it is inadequately protected by the current equity and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Regulations also provide for a “special mention” category for assets that do not expose an institution to sufficient risk to warrant adverse classification, but have potential weaknesses that deserve management’s close attention.





When a savings association classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When a savings association classifies problem assets as loss, it is required either to establish a specific allowance equal to 100% of that portion of the asset so classified or to charge off such amount. An association’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS, which may order the establishment of additional general or specific loss allowances. A portion of general loss allowances established to cover losses related to assets classified as substandard or doubtful or to cover risks of lending in general may be included as part of an institution’s regulatory capital, while specific allowances generally do not qualify as regulatory capital.





The following table sets forth the Company’s classified assets, net of specific allowances, in accordance with its classification system at the dates indicated:





At September 30,2010

2009

2008(In thousands)Special Mention

$
6,293

$
4,695

$
1,787Substandard


5,050


4,138


2,883Doubtful


1,895


2,409


—Loss


—


—


—Total

$
13,238

$
11,242

$
4,670





At September 30, 2010, all of the doubtful assets were reflected in the non-performing asset table in the prior section.  At September 30, 2010, $3.2 million of substandard loans were performing.  The special mention assets of $6.3 million, all of which were performing, included a total of 31 loans at September 30, 2010.






11





Allowance for Loan Losses.A provision for loan losses is charged to operations based on management’s evaluation of the losses that may be incurred in the Company’s loan portfolio. Such evaluation, which includes a review of all loans of which full collectibility of interest and principal may not be reasonably assured, considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, any existing guarantees, past performance of the loan, available documentation for the loan, legal impediments to collection, financial condition of the borrower, and current economic and real estate market conditions.





Our methodology for analyzing the allowance for loan losses consists of several components. Specific allocations are made for loans that are determined to be impaired. A loan is considered to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. For such loans, a specific allowance is established when the present value of expected future cash flows or the fair value of the collateral, adjusted for selling expenses, is less than the carrying value of the loan. The general allocation is determined by segregating the remaining loans into groups and applying a loss factor to each group. Loans are grouped by type, purpose and adverse classification. The loss factor is based on inherent and historical losses associated with each type of lending group, as well as economic and real estate market conditions and trends. For example, losses on one-to-four family residential loans are generally lower than consumer or commercial loans. We also look at the level of our allowance in proportion to non-performing loans and total loans. We have established an overall ratio range that we have determined is prudent based on historical and industry data. An unallocated allowance represents the excess of the total allowance, determined to be in the established range, over the specific and general allocations.





The Company has used the same methodology in analyzing its allowance in each of the periods presented. In fiscal 2009 we increased the reserve percentages that we apply in calculating the general allocation, based on an increase in non-performing and classified loans and the economy and real estate market.  The allowance for loan losses was 2.79%, 2.41% and 0.87% of total loans outstanding at September 30, 2010, 2009 and 2008, respectively.





The Company charges off loans when collectibility is sufficiently questionable such that we can no longer justify showing the loan as an asset on the balance sheet. To determine if a loan should be charged off, all possible sources of repayment are analyzed. Possible sources of repayment include the value of the underlying collateral, the strength of co-makers or guarantors and the potential for future cash flow. If management determines that a loan should be charged off, a recommendation is presented to the Board of Directors. Collection efforts continue after a loan has been charged off to maximize recovery of charged off amounts.





Management will continue to review the entire loan portfolio to determine the extent, if any, to which further additional loss provisions may be deemed necessary. While we believe that we use the best information available to perform our loan loss allowance analysis, adjustments to the allowance in the future may be necessary. Changes in underlying estimates could result in the requirement for additional provisions for loan losses. For example, a rise in delinquency rates may cause us to increase the reserve percentages we apply to loan groups for purposes of calculating general allocations, or may require additional specific allocations for impaired loans. In addition, actual loan losses may be significantly more than the reserves we have established. Each of these scenarios would require the addition of additional provisions, which could have a material negative effect on our financial results.





12


Activity in the Allowance for Loan Losses.The following table sets forth information with respect to activity in the Company’s allowance for loan losses for the periods indicated:





Year Ended September 30,2010

2009

2008(Dollars in thousands)Total loans outstanding(1)

$
115,175

$
121,348

$
110,430Average loans outstanding

$
115,304

$
116,495

$
108,470Allowance balances (at beginning of period)

$
2,920

$
956

$
750Provision for loan losses


1,100


3,245


278Charge-offs:One-to-four family


(475
)

(806
)

—Construction and land


(171
)

(278
)

(72
)Commercial real estate


(162
)

—


—Commercial


—


(194
)

—Consumer


(4
)

(3
)

—Total charge-offs


(812
)

(1,281
)

(72
)Recoveries


—


—


—Net charge-offs


(812
)

(1,281
)

(72
)Allowance balance (at end of period)

$
3,208

$
2,920

$
956Allowance for loan losses as a percent of total loans

outstanding


2.79
%

2.41
%

0.87
%Net charge-offs as a percentage of average loans

outstanding


0.70
%

1.10
%

0.07
%


__________


(1)
Excludes allowance for loan losses.





Allocation of the Allowance for Loan Losses.The following table sets forth the allocation of the allowance by category, which management believes can be allocated only on an approximate basis. The allocation of the allowance to each category is not necessarily indicative of future loss and does not restrict the use of the allowance to absorb losses in any category.





At September 30,2010

2009

2008Amount

Percent of

Loans in

Each

Category to

Total Loans

Amount

Percent of

Loans in

Each

Category to

Total Loans

Amount

Percent of

Loans in

Each

Category to

Total Loans(Dollars in thousands)One-to-four family (1)

$
1,273

77.61
%

$
1,323

73.90
%

$
432

65.89
%Multi-family


82

2.60



95

3.13



47

3.36Construction and land


973

2.39



767

3.96



142

11.08Commercial real estate


800

16.44



654

17.66



242

17.44Commercial


20

0.65



32

1.06



28

2.00Consumer


18

0.31



17

0.29



18

0.23Unallocated


42

—



32

—



47

—Total

$
3,208

100.00
%

$
2,920

100.00
%

$
956

100.00
%





________


(1)
Includes home equity loans.





13


During the year ended September 30, 2010, the allowance for loan losses was increased to $3.2 million from $2.9 million at September 30, 2009.  The amount of the allowance was determined in accordance with the Bank’s methodology and reflects an increase in the amount of classified loans and continued high level of impaired and non-performing loans.  The allowance was increased through a provision for loan losses of $1.1 million, which offset $812,000 in charge-offs for the year. There were less than $1,000 in recoveries during 2010.  The general valuation allowance decreased by $187,000 in fiscal 2010, while the specific allowance increased by $475,000.  The increase in specific allowances is due to a decline in the value of the collateral securing our impaired loans, reflecting the state of the economy and declining real estate values in our market area.  The charge-offs of $812,000 in fiscal 2010 were recorded upon the writedown to fair value, less estimated costs to sell, of properties acquired by deed in lieu of foreclosure, the short-sale of properties securing two loans and the charge-off of other balances deemed uncollectible.





During the year ended September 30, 2009, the allowance for loan losses was increased to $2.9 million from $956,000 at September 30, 2008.  The amount of the allowance was determined in accordance with the Bank’s methodology and reflects an increase in the amount of delinquent and impaired loans and higher reserve factors, which the Company believes is a reflection of the deteriorating economy and declining real estate values.  The allowance was increased through a provision for loan losses of $3.2 million, which offset $1.3 million in charge-offs for the year. There were no recoveries during 2009.  $1.4 million of the increase in the allowance in fiscal 2009 is in the specific allowance for loan losses, representing the allowance calculated on five of our impaired loans with principal balances totaling $4.9 million.  The allowances resulted from a decrease in the fair value of the real estate collateral securing the loans.  The general valuation allowance increased by $573,000 in fiscal 2009, primarily as a result of the application of higher reserve percentages.  Charge-offs totaled $1.3 million, largely as a result of the write-down to fair value, less estimated costs to sell, of four properties acquired in foreclosure or by deed in lieu of foreclosure.





Investment Activities





The Bank is required to maintain a sufficient level of liquid assets (including specified short-term securities and certain other investments), as determined by management and defined and reviewed for adequacy by the OTS during its regular examinations. The OTS, however, does not prescribe by regulation a minimum amount or percentage of liquid assets. The level of liquid assets varies depending upon several factors, including: (i) the yields on investment alternatives, (ii) management’s judgment as to the attractiveness of the yields then available in relation to other opportunities, (iii) expectation of future yield levels, and (iv) management’s projections as to the short-term demand for funds to be used in loan origination and other activities. Investment securities, including mortgage-backed securities, are classified at the time of purchase, based upon management’s intentions and abilities, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are classified as held to maturity and are stated at cost and adjusted for amortization of premiums and accretion of discounts, which are computed using the level yield method and recognized as adjustments of interest income. All other debt securities are classified as available for sale to serve principally as a source of liquidity. At September 30, 2010, the Company had no securities of a single issuer, excluding U.S. government and agency securities, that exceeded 10% of stockholder’s equity.





Current regulatory and accounting guidelines regarding investment securities (including mortgage- backed securities) require us to categorize securities as “held to maturity,” “available for sale” or “trading.” As of September 30, 2010, we had securities classified as “held to maturity” and “available-for-sale” in the amount of $127,000 and $40.6 million, respectively, and had no securities classified as “trading.”  Securities classified as “available for sale” are reported for financial reporting purposes at the fair market value with net changes in the market value from period to period included as a separate component of stockholders’ equity, net of income taxes. At September 30, 2010, our securities available








14




for sale had an amortized cost of $39.2 million and market value of $40.6 million. The changes in market value in our available-for-sale portfolio reflect normal market conditions and vary, either positively or negatively, based primarily on changes in general levels of market interest rates relative to the yields of the portfolio. Additionally, changes in the market value of securities available-for-sale do not affect our income nor does it affect the Bank’s regulatory capital requirements or its loan-to-one borrower limit.





At September 30, 2010, the Company’s investment portfolio policy allowed investments in instruments such as: (i) U.S. Treasury obligations; (ii) U.S. federal agency or federally sponsored agency obligations; (iii) local municipal obligations; (iv) mortgage-backed securities; (v) banker’s acceptances; (vi) certificates of deposit; (vii) investment grade corporate bonds; and (viii) commercial paper. The Board of Directors may authorize additional investments.





As a source of liquidity and to supplement the Company’s lending activities, we have invested in residential mortgage-backed securities. Mortgage-backed securities can serve as collateral for borrowings and, through repayments, as a source of liquidity. Mortgage-backed securities represent a participation interest in a pool of single-family or other type of mortgages. Principal and interest payments are passed from the mortgage originators, through intermediaries (generally quasi-governmental agencies) that pool and repackage the participation interests in the form of securities, to investors like us. The quasi-governmental agencies, which include Ginnie Mae, Freddie Mac and Fannie Mae, guarantee the payment of principal and interest to investors.





Mortgage-backed securities typically are issued with stated principal amounts. The securities are backed by pools of mortgages that have loans with interest rates that are within a set range and have varying maturities. The underlying pool of mortgages can be composed of either fixed-rate or adjustable- rate mortgage loans. Mortgage-backed securities are generally referred to as mortgage participation certificates or pass-through certificates. The interest rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate or adjustable rate) and the prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security is equal to the life of the underlying mortgages. Expected maturities will differ from contractual maturities due to repayments and because borrowers may have the right to call or prepay obligations with or without prepayment penalties. Mortgage-backed securities issued by Ginnie Mae, Freddie Mac, and Fannie Mae make up a majority of the pass-through certificates market.





The Company may also invest in mortgage-related securities, primarily collateralized mortgage obligations, issued or sponsored by Ginnie Mae, Freddie Mac, and Fannie Mae. Collateralized mortgage obligations are a type of debt security that aggregates pools of mortgages and mortgage-backed securities and creates different classes of collateralized mortgage obligation securities with varying maturities and amortization schedules as well as a residual interest, with each class having different risk characteristics. The cash flows from the underlying collateral are usually divided into “tranches” or classes whereby tranches have descending priorities with respect to the distribution of principal and interest repayment of the underlying mortgages and mortgage-backed securities as opposed to pass through mortgage-backed securities where cash flows are distributed pro rata to all security holders. Unlike mortgage-backed securities from which cash flow is received and prepayment risk is shared pro rata by all securities holders, cash flows from the mortgages and mortgage-backed securities underlying collateralized mortgage obligations are paid in accordance with a predetermined priority to investors holding various tranches of such securities or obligations. A particular tranche or class may carry prepayment risk which may be different from that of the underlying collateral and other tranches. Collateralized mortgage obligations attempt to moderate reinvestment risk associated with conventional mortgage-backed securities resulting from unexpected prepayment activity.


15


Investment Portfolio Composition.The following table sets forth the carrying value of the Company’s investment securities portfolio at the dates indicated.





At September 30,2010

2009

2008(In thousands)Investment securities held-to-maturity:Mortgage-backed securities

$
127

$
148

$
181Total investment securities held-to-maturity


127


148


181Investment securities available-for-sale:U.S. government and agency securities


14,835


5,528


13,640Fannie Mae stock


—


1


1Mortgage-backed securities


25,758


35,889


19,212Total investment securities available-for-sale


40,593


41,418


32,853Total investment securities

$
40,720

$
41,566

$
33,034











16


Investment Portfolio Maturities.The following table sets forth certain information regarding the carrying values, weighted average yields and contractual maturities of the Company’s investment and mortgage-backed securities portfolio at September 30, 2010.





At September 30, 2010 (1)One Year or Less


One to Five Years


Five to Ten Years


More Than Ten Years


Total SecuritiesCarrying

Value

Average

Yield


Carrying

Value

Average

Yield


Carrying

Value

Average

Yield


Carrying

Value

Average

Yield


Carrying

Value

Average

Yield


Market

Value(Dollars in thousands)Investment securities held-to-maturityMortgage-backed securities


$
—

—
%


$
22

4.73
%


$
26

5.37
%


$
79

3.39
%


$
127

4.03
%

$
132Total investment securities

held-to-maturity



—

—




22

4.73




26

5.37




79

3.39




127

4.03



132Investment securities available-for-saleU.S. government and agencysecurities


$
—

—
%


$
4,034

1.95
%


$
10,801

2.10
%


$
—

—
%


$
14,835

2.06
%

$
14,835Mortgage-backed securities



386

4.00




424

4.96




1,274

5.63




23,674

4.06




25,758

4.15



25,758Total investment securities

available-for-sale



386

4.00




4,458

2.24




12,075

2.47




23,674

4.06




40,593

3.39



40,593Total investment securities


$
386

4.00
%


$
4,480

2.25
%


$
12,101

2.48
%


$
23,753

4.06
%


$
40,720

3.39
%

$
40,725





______________


(1)
The table does not include Fannie Mae stock, which is classified as available-for-sale. See “-- Investment Portfolio.”





17


Sources of Funds





General. Deposits are the major external source of the Company’s funds for lending and other investment purposes. The Company also derives funds from the amortization and prepayment of loans and mortgage-backed securities, maturities and calls of investment securities, borrowings, and operations. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows, loan prepayments and security calls are significantly influenced by general interest rates and market conditions.





Deposits.Consumer and commercial deposits are attracted principally from within the Company’s primary market area through the offering of a selection of deposit instruments including checking accounts, savings accounts, money market accounts, and term certificate accounts. Deposit account terms vary according to the minimum balance required, the time period the funds must remain on deposit, and the interest rate, among other factors. At September 30, 2010, the Company had no brokered deposits.





Certificates of Deposit.The following table indicates the amount of the Company’s certificates of deposit of $100,000 or more by the time remaining until maturity as of September 30, 2010.





Maturity Period

Certificates

of Deposits(In thousands)Within three months

$
5,208Over three months through six months


1,926Over six months through twelve months


1,829Over twelve months


6,503$
15,466





Borrowings. The Bank may obtain advances from the Federal Home Loan Bank of New York (“FHLB”) to supplement its supply of lendable funds. Advances from the FHLB are typically secured by a pledge of the Bank’s stock in the FHLB and a portion of the Bank’s mortgage loan and securities portfolios.Each FHLB borrowing has its own interest rate, which may be fixed or variable, and maturity date.  The Bank, if the need arises, may also access the Federal Reserve Bank discount window to supplement its supply of lendable funds and to meet deposit withdrawal requirements. At September 30, 2010, the Bank had $7.0 million of fixed-rate advances outstanding with a weighted average rate of 3.23% and contractual maturities ranging from two to five years.





18


The following table sets forth the maximum month-end balance and the average balance of short-term FHLB advances for the periods indicated. These borrowings were advanced against the overnight line of credit.





At or for the Year Ended September 30,2010

2009

2008(Dollars in thousands)Average balance outstanding

$
1,507

$
3,571

$
1,412Maximum balance at end of any month

$
7,075

$
8,600

$
5,700Balance outstanding at end of period

$
3,000

$
—

$
—Weighted average rate during period


0.44
%

0.57
%

2.89
%Weighted average rate at end of period


0.41
%

—
%

—
%





Personnel





As of September 30, 2010, the Company had 31 full-time and 12 part-time employees. None of the Company’s employees are represented by a collective bargaining group. The Company believes that its relationship with its employees is good.





SUPERVISION AND REGULATION





Set forth below is a brief description of certain laws which relate to the regulation of the Bank and  the Company. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.





Dodd-Frank Wall Street Reform and Consumer Protection Act




On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law.  The Dodd-Frank Act is intended to effect a fundamental restructuring of federal banking regulation.  Among other things, the Dodd-Frank Act creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms.  The Dodd-Frank Act additionally creates a new independent federal regulator to administer federal consumer protection laws. The Dodd-Frank Act is expected to have a significant impact on our business operations as its provisions take effect.  Among the provisions that are likely to affect us are the following:




Elimination of OTS.  The Dodd-Frank Act calls for the elimination of the OTS, which is our primary federal regulator and the primary federal regulator of the Bank, within 12 to 18 months of enactment.  At that time, the primary federal regulator of the Company will become the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and, if we retain our federal savings bank charter, the primary federal regulator for the Bank will become the Office of the Comptroller of the Currency (“OCC”).  The Federal Reserve and OCC will generally have rulemaking, examination, supervision and oversight authority over our operations and the FDIC will retain secondary authority over the Bank.  Prior to the elimination of the OTS, the Federal Reserve and OCC will provide a list of the current regulations issued by the OTS that each will continue to apply.  OTS guidance, orders, interpretations, policies and similar items under which we and other savings and loan holding companies










19




and federal savings associations operate will continue to remain in effect until they are superseded by new guidance and policies from the OCC or Federal Reserve.




Holding Company Capital Requirements.  Effective as of the transfer date, the Federal Reserve will be authorized to establish capital requirements for savings and loan holding companies.  These capital requirements must be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Savings and loan holding companies will also be required to serve as a source of financial strength for their depository institution subsidiaries. Within five years after enactment, the Dodd-Frank Act requires the Federal Reserve to apply consolidated capital requirements to depository institution holding companies that were not supervised by the Federal Reserve as of May 19, 2009, that are no less stringent than those currently applied to depository institutions.  Under these standards, trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank or savings and loan holding company with less than $15 billion in assets.




Federal Preemption.  A major benefit of the federal thrift charter has been the strong preemptive effect of the Home Owners’ Loan Act (“HOLA”), under which the Bank is chartered.  Historically, the courts have interpreted the HOLA to “occupy the field” with respect to the operations of federal thrifts, leaving no room for conflicting state regulation. The Dodd-Frank Act, however, amends the HOLA to specifically provide that it does not occupy the field in any area of state law.  Henceforth, any preemption determination must be made in accordance with the standards applicable to national banks, which have themselves been scaled back to require case-by-case determinations of whether state consumer protection laws discriminate against national banks or interfere with the exercise of their powers before these laws may be pre-empted.




Deposit Insurance.  The Dodd-Frank Act permanently increases the maximum deposit insurance amount for banks, savings institutions and credit unions to $250,000 per depositor, and extends unlimited deposit insurance to non-interest bearing transaction accounts through December 31, 2012. The Dodd-Frank Act also broadens the base for FDIC insurance assessments. Future assessments will be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Effective one year from the date of enactment, the Dodd-Frank Act eliminates the federal statutory prohibition against the payment of interest on business checking accounts.




Qualified Thrift Lender Test.  Under the Dodd-Frank Act, a savings association that fails the qualified thrift lender test will be prohibited from paying dividends, except for dividends that: (i) would be permissible for a national bank; (ii) are necessary to meet obligations of a company that controls the savings association; and (iii) are specifically approved by the OCC and the Federal Reserve.  In addition, a savings association that fails the qualified thrift lender test will be deemed to have violated Section 5 of the Home Owners’ Loan Act and may become subject to enforcement actions thereunder.




Corporate Governance.The Dodd-Frank Act will require publicly traded companies to give stockholders a non-binding vote on executive compensation at their first annual meeting taking place six months after the date of enactment and at least every three years thereafter and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by shareholders. The new legislation also authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. Additionally, the Dodd-Frank Act directs the federal banking regulators to promulgate rules prohibiting excessive








20




compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded or not.  The Dodd-Frank Act gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.




Prohibition Against Charter Conversions of Troubled Institutions.  Effective one year after enactment, the Dodd-Frank Act prohibits a depository institution from converting from a state to federal charter or vice versa while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days.  The notice must include a plan to address the significant supervisory matter.  The converting institution must also file a copy of the conversion application with its current federal regulator which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating hereto.




Interstate Branching.  The Dodd-Frank Act authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted to branch.  Previously, federal savings banks could establish branches without geographic restrictions and banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state.  Accordingly, banks will be able to enter new markets more freely.




Transactions with Affiliates and Insiders.  Effective one year from the date of enactment, the Dodd-Frank Act expands the definition of affiliate for purposes of quantitative and qualitative limitations of Section 23A of the Federal Reserve Act to include mutual funds advised by a depository institution or its affiliates.  The Dodd-Frank Act will apply Section 23A and Section 22(h) of the Federal Reserve Act (governing transactions with insiders) to derivative transactions, repurchase agreements and securities lending and borrowing transactions that create credit exposure to an affiliate or an insider. Any such transactions with affiliates must be fully secured. The current exemption from Section 23A for transactions with financial subsidiaries will be eliminated.  The Dodd-Frank Act will additionally prohibit an insured depository institution from purchasing an asset from or selling an asset to an insider unless the transaction is on market terms and, if representing more than 10% of capital, is approved in advance by the disinterested directors.




Consumer Financial Protection Bureau.  The Dodd-Frank Act creates a new, independent federal agency called the Consumer Financial Protection Bureau (“CFPB”), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB will have examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB will have authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products.  The Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay.  In addition, the Dodd-Frank Act will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance







21





with both the state and federal laws and regulations.  Federal preemption of state consumer protection law requirements, traditionally an attribute of the federal savings association charter, has also been modified by the Dodd-Frank Act and now requires a case-by-case determination of preemption by the OCC and eliminates preemption for subsidiaries of a bank.  Depending on the implementation of this revised federal preemption standard, the operations of the Bank could become subject to additional compliance burdens in the states in which it operates.




Regulation of the Bank





General.As a federally chartered savings bank with deposits insured by the Federal Deposit Insurance Corporation (the “FDIC”), the Bank is subject to extensive regulation by the OTS and FDIC. Lending activities and other investments must comply with federal and state statutory and regulatory requirements. The Bank is also subject to reserve requirements of the Federal Reserve System. Federal regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the Deposit Insurance Fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes.





The OTS regularly examines the Bank and prepares reports for consideration by the Bank’s Board of Directors on deficiencies, if any, found in the Bank’s operations. The Bank’s relationship with its depositors and borrowers is also regulated by federal and state law, especially in such matters as the ownership of savings accounts and the form and content of the Bank’s mortgage documents.





The Bank must file reports with the OTS concerning its activities and financial condition, and must  obtain regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other financial institutions. Any change in such regulations, whether by the OTS, the FDIC or the United States Congress, could have a material adverse impact on the Bank, the Company, and their operations.





Federal Deposit Insurance.The Bank’s deposits are insured to applicable limits by the FDIC.  The maximum deposit insurance amount has been permanently increased from $100,000 to $250,000 by the Dodd-Frank Act. On October 13, 2008, the FDIC established a Temporary Liquidity Guarantee Program under which the FDIC fully guarantees all non-interest-bearing transaction accounts until December 31, 2009 (the “Transaction Account Guarantee Program”) and all senior unsecured debt of insured depository institutions or their qualified holding companies issued between October 14, 2008 and June 30, 2009, with the FDIC’s guarantee expiring by June 30, 2012 (the “Debt Guarantee Program”).  Senior unsecured debt would include federal funds purchased and certificates of deposit standing to the credit of the bank.  After November 12, 2008, institutions that did not opt out of the Programs by December 5, 2008 were assessed at the rate of ten basis points for transaction account balances in excess of $250,000 and at a rate between 50 and 100 basis points of the amount of debt issued.  In May, 2009, the Debt Guarantee Program issue end date and the guarantee expiration date were both extended, to October 31, 2009 and December 31, 2012, respectively.  Participating holding companies that have not issued FDIC-guaranteed debt prior to April 1, 2009 must apply to remain in the Debt Guarantee Program.  Participating institutions will be subject to surcharges for debt issued after that date.  The Transaction Account Guarantee Program was subsequently extended, until December 31, 2010, with an assessment of between 15 and 25 basis points after January 1, 2010.  The Company and the Bank opted out of the Debt Guarantee Program.  The Bank did not opt out of the original Transaction Account Guarantee Program or its extensions. The Dodd-Frank Act has extended unlimited deposit insurance to non-interest-bearing transaction accounts until December 31, 2012.






22





The FDIC has adopted a risk-based premium system that provides for quarterly assessments based on an insured institution’s ranking in one of four risk categories based on their examination ratings and capital ratios. Well-capitalized institutions with the CAMELS ratings of 1 or 2 are grouped in Risk Category I and, until 2009, were assessed for deposit insurance at an annual rate of between five and seven basis points with the assessment rate for an individual institution determined according to a formula based on a weighted average of the institution’s individual CAMELS component ratings plus either five financial ratios or the average ratings of its long-term debt. Institutions in Risk Categories II, III and IV were assessed at annual rates of 10, 28 and 43 basis points, respectively.





Pursuant to the Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”), the FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits.  Due to recent bank failures, the FDIC determined that the reserve ratio was 1.01% as of June 30, 2008.  In accordance with the Reform Act, as amended by the Helping Families Save Their Home Act of 2009, the FDIC has established and implemented a plan to restore the reserve ratio to 1.15% within eight years.  For the quarter beginning January 1, 2009, the FDIC raised the base annual assessment rate for institutions in Risk Category I to between 12 and 14 basis points while the base annual assessment rates for institutions in Risk Categories II, III and IV were increased to 17, 35 and 50 basis points, respectively.  For the quarter beginning April 1, 2009 the FDIC set the base annual assessment rate for institutions in Risk Category I to between 12 and 16 basis points and the base annual assessment rates for institutions in Risk Categories II, III and IV at 22, 32 and 45 basis points, respectively.  An institution’s assessment rate could be lowered by as much as five basis points based on the ratio of its long-term unsecured debt to deposits or, for smaller institutions based on the ratio of certain amounts of Tier 1 capital to adjusted assets.  The assessment rate may be adjusted for Risk Category I institutions that have a high level of brokered deposits and have experienced higher levels of asset growth (other than through acquisitions) and could be increased by as much as ten basis points for institutions in Risk Categories II, III and IV whose ratio of brokered deposits to deposits exceeds 10%.  Reciprocal deposit arrangements like CDARS® were treated as brokered deposits for Risk Category II, III and IV institutions but not for institutions in Risk Category I.  An institution’s base assessment rate would also be increased if an institution’s ratio of secured liabilities (including FHLB advances and repurchase agreements) to deposits exceeds 25%.  The maximum adjustment for secured liabilities for institutions in Risk Categories I, II, III and IV would be 8, 11, 16 and 22.5 basis points, respectively, provided that the adjustment may not increase an institution’s base assessment rate by more than 50%.





The FDIC imposed a special assessment equal to five basis points of assets less Tier 1 capital as of June 30, 2009, payable on September 30, 2009, and reserved the right to impose additional special assessments.  In November, 2009, instead of imposing additional special assessments, the FDIC amended the assessment regulations to require all insured depository institutions to prepay their estimated risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012 on December 30, 2009.  For purposes of estimating the future assessments, each institution’s base assessment rate in effect on September 30, 2009 was used, assuming a 5% annual growth rate in the assessment base and a 3 basis point increase in the assessment rate in 2011 and 2012.  The prepaid assessment will be applied against actual quarterly assessments until exhausted.  Any funds remaining after June 30, 2013 will be returned to the institution.  If the prepayment would impair an institution’s liquidity or otherwise create significant hardship, it may apply for an exemption.  Requiring this prepaid assessment does not preclude the FDIC from changing assessment rates or from further revising the risk-based assessment system.





The Dodd-Frank Act requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by September 30, 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. The Dodd-Frank Act also broadens the base for FDIC insurance assessments. Future assessments will be based on the average consolidated total assets less tangible equity capital of a








23




financial institution.  In setting the assessments necessary to meet the minimum reserve ratio, the FDIC must offset the effect on depository institutions with total consolidated assets of less than $10.0 billion.  The FDIC has adopted a new restoration plan reflecting the new statutory requirements.  Under the revised restoration plan, the DIF reserve ratio will reach 1.35% by September 30, 2020.  Because of lower projected losses, the FDIC has determined that the reserve ratio will reach 1.15%  by the fourth quarter of 2018 without a 3 basis point increase in assessment rates and the FDIC has determined to forgo such increase.  The FDIC has indicated that it will pursue further rulemaking in 2011 regarding the method that will be used to reach 1.35% by September 30, 2020 and offset the effect on insured depository institutions with total consolidated assets of less than $10.0 billion as required by the Dodd-Frank Act.





In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the Federal Savings and Loan Insurance Corporation.  The FICO assessment rates, which are determined quarterly, averaged .0104% of insured deposits on an annualized basis in fiscal year 2010.  These assessments will continue until the FICO bonds mature in 2017.





Regulatory Capital Requirements.OTS capital regulations require savings institutions to meet three capital standards: (1) tangible capital equal to 1.5% of adjusted total assets, (2) Tier 1, or “core,” capital equal to at least 4% (3% if the institution has received the highest rating, “composite 1 CAMELS,” on its most recent examination) of adjusted total assets, and (3) risk-based capital equal to 8% of total risk-weighted assets.





Tangible capital is defined as core capital less all intangible assets (including supervisory goodwill), less certain mortgage servicing rights and less certain investments. Core capital is defined as common stockholders’ equity (including retained earnings), noncumulative perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, certain nonwithdrawable accounts and pledged deposits of mutual savings associations and qualifying supervisory goodwill, less nonqualifying intangible assets, certain mortgage servicing rights, certain investments and unrealized gains and losses on certain available-for-sale securities.





The risk-based capital standard for savings institutions requires the maintenance of total risk-based capital (which is defined as core capital plus supplementary capital) of 8% of risk-weighted assets. The components of supplementary capital include, among other items, cumulative perpetual preferred stock, perpetual subordinated debt, mandatory convertible subordinated debt, intermediate-term preferred stock, and the portion of the allowance for loan losses not designated for specific loan losses (up to a maximum of 1.25% of risk-weighted assets) and up to 45% of unrealized gains on equity securities. Overall, supplementary capital is limited to 100% of core capital. A savings association must calculate its risk-weighted assets by multiplying each asset and off-balance sheet item by various risk factors as determined by the OTS, which range from 0% for cash to 100% for delinquent loans, property acquired through foreclosure, commercial loans, and other assets.





Dividend and Other Capital Distribution Limitations.The OTS imposes various restrictions or requirements on the ability of savings institutions to make capital distributions including cash dividends.





A savings association that is a subsidiary of a savings and loan holding company, such as the Bank, must file an application or a notice with the OTS at least 30 days before making a capital distribution. A savings association is not required to file an application for permission to make a capital distribution and need only file a notice if the following conditions are met: (1) it is eligible for expedited treatment under OTS regulations, (2) it would remain adequately capitalized after the distribution, (3) the annual amount of its capital distributions does not exceed net income for that year to date added to







24





retained net income for the two preceding years, and (4) the capital distribution would not violate any agreements between the OTS and the savings association or any OTS regulations. Any other situation would require an application to the OTS.





In addition, the OTS could prohibit a proposed capital distribution if, after making the distribution, which would otherwise be permitted by the regulation, the OTS determines that the distribution would constitute an unsafe or unsound practice.





A federal savings institution is prohibited from making a capital distribution if, after making the distribution, the institution would be unable to meet any one of its minimum regulatory capital requirements. Further, a federal savings institution cannot distribute regulatory capital that is needed for its liquidation account.





Qualified Thrift Lender Test.Savings institutions must meet a qualified thrift lender (“QTL”) test or they become subject to the business activity restrictions and branching rules applicable to national banks. To qualify as a QTL, a savings institution must either (i) be deemed a “domestic building and loan association” under the Internal Revenue Code by maintaining at least 60% of its total assets in specified types of assets, including cash, certain government securities, loans secured by and other assets related to residential real property, educational loans and investments in premises of the institution or (ii) satisfy the statutory QTL test set forth in the Home Owners’ Loan Act by maintaining at least 65% of its “portfolio assets” in certain “Qualified Thrift Investments” (defined to include residential mortgages and related equity investments, certain mortgage-related securities, small business loans, student loans and credit card loans). For purposes of the statutory QTL test, portfolio assets are defined as total assets minus intangible assets, property used by the institution in conducting its business, and liquid assets up to 20% of total assets. A savings institution must maintain its status as a QTL on a monthly basis in at least nine out of every 12 months. As of September 30, 2010, the Bank was in compliance with its QTL requirement.





Federal Home Loan Bank System.The Bank is a member of the FHLB of New York, which is one of 12 regional FHLBs that administer the home financing credit function of savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the FHLB.





As a member, the Bank is required to purchase and maintain stock in the FHLB of New York in an amount equal to the sum of 0.2% of its mortgage-related assets and 4.5% of its outstanding advances.





Federal Reserve System.The Federal Reserve System requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking, NOW and Super NOW checking accounts) and non-personal time deposits. The balances maintained to meet the reserve requirements imposed by the Federal Reserve System may be used to satisfy the liquidity requirements that are imposed by the OTS. At September 30, 2010, the Bank was in compliance with these requirements.





Regulation of Roebling Financial Corp, Inc.





General.Roebling Financial Corp, Inc., is a savings and loan holding company, subject to regulation and supervision by the OTS. In addition, the OTS has enforcement authority over Roebling Financial Corp, Inc. and any non-savings institution subsidiaries. This permits the OTS to restrict or prohibit activities that it determines to be a serious risk to Roebling Bank. This regulation is intended







25





primarily for the protection of the depositors and not for the benefit of stockholders of Roebling Financial Corp, Inc.





Activities Restrictions.As a savings and loan holding company formed after May 4, 1999, Roebling Financial Corp, Inc. is not a grandfathered unitary savings and loan holding company under the Gramm-Leach-Bliley Act (the “GLB Act”). As a result, Roebling Financial Corp, Inc. and its non-savings institution subsidiaries are subject to statutory and regulatory restrictions on their business activities. Under the Home Owners’ Loan Act, as amended by the GLB Act, the non-banking activities of Roebling Financial Corp, Inc. are restricted to certain activities specified by OTS regulation, which include performing services and holding properties used by a savings institution subsidiary, activities authorized for savings and loan holding companies as of March 5, 1987, and non-banking activities permissible for bank holding companies pursuant to the Bank Holding Company Act of 1956 (the “BHC Act”) or authorized for financial holding companies pursuant to the GLB Act. Furthermore, no company may acquire control of Roebling Bank unless the acquiring company was a unitary savings and loan holding company on May 4, 1999 (or became a unitary savings and loan holding company pursuant to an application pending as of that date) or the company is only engaged in activities that are permitted for multiple savings and loan holding companies or for financial holding companies under the BHC Act as amended by the GLB Act.





Mergers and Acquisitions.Roebling Financial Corp, Inc. must obtain approval from the OTS before acquiring more than 5% of the voting stock of another savings institution or savings and loan holding company or acquiring such an institution or holding company by merger, consolidation or purchase of its assets. In evaluating an application for Roebling Financial Corp, Inc. to acquire control of a savings institution, the OTS would consider the financial and managerial resources and future prospects of Roebling Financial Corp, Inc. and the target institution, the effect of the acquisition on the risk to the insurance funds, the convenience and the needs of the community and competitive factors.





The USA Patriot Act.In response to the events of September 11, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA Patriot Act, was signed into law on October 26, 2001. The USA Patriot Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA Patriot Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.





Among other requirements, Title III of the USA Patriot Act imposes the following requirements with respect to financial institutions:





●
Pursuant to Section 352, all financial institutions must establish anti-money laundering programs that include, at minimum: (i) internal policies, procedures, and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program.





●
Section 326 authorizes the Secretary of the Department of Treasury, in conjunction with other bank regulators, to issue regulations that provide for minimum standards with respect to customer identification at the time new accounts are opened.






26





●
Section 312 requires financial institutions that establish, maintain, administer or manage private banking accounts or correspondence accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) to establish appropriate, specific, and, where necessary, enhanced due diligence policies, procedures and controls designed to detect and report money laundering.





●
Effective December 25, 2001, financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain record keeping obligations with respect to correspondent accounts of foreign banks.





●
Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.





Item 1A.  Risk Factors





Not applicable.





Item 1B.  Unresolved Staff Comments





Not applicable.





Item 2. Property





The following table sets forth the location of our main office and branch offices, the year the offices were opened, the net book value of each office and per branch deposits at each office.





Year

Facility

Opened

Leased or Owned

Net Book Value

at September 30,

2010

Branch Deposits at September 30,

2010(In thousands)Main Office

Route 130 South and Delaware Avenue

Roebling, NJ 08554
1964

Owned

$
688


$
47,325Village Office

34 Main Street

Roebling, NJ 08554
1922

Owned


17



22,614New Egypt Office

8 Jacobstown Road

New Egypt, NJ 08533
1998

Owned


728



36,213Westampton Office

1934 Rt. 541/Burlington-Mt.Holly Road

Westampton, NJ 08060
2005

Leased (1)


32



21,951Delran Office

3104 Bridgeboro Road

Delran, NJ 08075
2006

Owned


1,759



10,666





________


(1)
Lease had an initial term of five years and was extended for an additional five year period.





27


Item 3. Legal Proceedings





Roebling Financial Corp, Inc. and its subsidiaries, from time to time, are a party to routine litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which Roebling Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the business of Roebling Bank. There were no lawsuits pending or known to be contemplated against us at September 30, 2010 that would have a material effect on our operations or income.





Item 4.  [RESERVED]





PART II





Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





(a)           Market for Common Equity.The information contained under the section captioned “Stock Market Information” of the Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2010 (the “Annual Report”) is incorporated herein by reference. During the period under report, the Registrant did not sell any equity securities that were not registered under the Securities Act of 1933.





(b)           Use of Proceeds. Not applicable.




Issuer Purchases of Equity Securities.Not applicable.





Item 6.  Selected Financial Data





Not applicable.





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report is incorporated herein by reference.





Item 7A. Quantitative and Qualitative Disclosures About Market Risk





Not applicable.





Item 8. Financial Statements and Supplementary Data





The Company’s consolidated financial statements are incorporated herein by reference from the Annual Report.





Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





Not applicable.





28


Item 9A. 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 Annual Report on Form 10-K 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)           Internal Control Over Financial Reporting. Management’s Report on Internal Control Over Financial Reporting is furnished herein by reference from the Annual Report.  Such report is not  deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.





There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.





Item 9B. Other Information.





Not applicable.





PART III





Item 10. Directors, Executive Officers and Corporate Governance





The information required under this item is incorporated herein by reference to the Proxy Statement for the 2011 Annual Meeting (the “Proxy Statement”) contained under the sections captioned “Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Proposal I - Election of Directors,” and  “- Biographical Information.”  The Company has adopted a Code of Ethics that applies to its principal executive officer and principal financial officer. A copy of the Company’s Code of Ethics will be furnished, without charge, to any person who requests such copy by writing to the Secretary, Roebling Financial Corp, Inc., Route 130 South and Delaware Avenue, Roebling, New Jersey  08554.





Item 11. Executive Compensation





The information required by this item is incorporated by reference to the Proxy Statement contained under the sections captioned “Director Compensation” and “Executive Compensation.”






29





Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





(a)
Security Ownership of Certain Beneficial Owners





The information required by this item is incorporated herein by reference from the section in the Proxy Statement captioned “Principal Holders of Our Common Stock.”





(b)
Security Ownership of Management





The information required by this item is incorporated herein by reference to the information in the Proxy Statement contained under the section captioned “Proposal I - Election of Directors.”





(c)
Changes in Control





Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.




(d)
Securities Authorized for Issuance Under Equity Compensation Plans


Set forth below is information as of September 30, 2010 with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.








(a)

(b)

(c)Number of Securities

to be issued upon

exercise of

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding

options, warrants

and rights

Number of securities

remaining available for

future issuance under

equity compensation plans,

(excluding securities

reflected in column (a))Equity compensation plans

approved by shareholders1999 Stock Option Plan


28,600



$
12.725



—2006 Stock Option Plan


74,642




10.73



16,4341999 Restricted Stock Plan


2,616




—



1,9092006 Restricted Stock Plan


2,296




—



19,495Equity compensation plans

not approved by shareholders (1)


—




—



—TOTAL


108,154



$
11.283



37,838





_______


(1)
Not applicable.





30





Item 13. Certain Relationships and Related Transactions, and Director Independence





The information required by this item is incorporated herein by reference to the Proxy Statement contained under the sections captioned “Related Party Transactions” and “Corporate Governance.”





Item 14.  Principal Accounting Fees and Services





The information set forth under the caption “Proposal IV - Ratification of Appointment of Independent Public Accountants” in the Proxy Statement is incorporated herein by reference.





PART IV





Item 15.  Exhibits, Financial Statement Schedules





(a)           The following documents are filed as part of this report:




(1)

The consolidated statements of financial condition of Roebling Financial Corp, Inc. as of September 30, 2010 and 2009 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2010, together with the related notes and the report of Fontanella and Babitts, independent registered public accounting firm, thereon are incorporated herein by reference from the Annual Report.(2)

Schedules omitted as they are not applicable.(3)

The following exhibits are either filed as part of this Annual Report on Form 10-K or incorporated herein by reference:






Number

Description3.1

Certificate of Incorporation*3.2

Bylaws**4.0

Form of Stock Certificate***10.1
†
Directors’ Consultation and Retirement Plan*******10.2
†
Roebling Bank Stock Option Plan****10.3
†
Roebling Bank 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*********13

2010 Annual Report to Shareholders21

Subsidiaries23

Consent of Independent Auditors


31





31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32

Section 1350 Certification
 
 __________†

Management contract or compensatory plan or arrangement.*

Incorporated herein by reference to the Company’s Form 8-A (File No. 0-50969) filed with the Commission on September 30, 2004.**

Incorporated 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 the 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 the 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.
 32





SIGNATURESPursuant to the requirements of Section 13 or 15(d) 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 as of December 23, 2010.ROEBLING FINANCIAL CORP, INC./s/ Frank J. Travea, IIIBy:
Frank J. Travea, III

President and Chief Executive Officer

(Duly Authorized Representative)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated./s/ John J. Ferry

/s/ Frank J. Travea, IIIJohn J. Ferry

Director and Chairman of the Board

Frank J. Travea, III

President and Chief Executive Officer

(Principal Executive Officer)Date:  December 23, 2010

Date:  December 23, 2010/s/ George Nyikita

/s/ Mark V. DimonGeorge Nyikita

Director

Mark V. Dimon

Director and TreasurerDate:  December 23, 2010

Date:  December 23, 2010/s/ Robert R. Semptimphelter, Sr.

/s/ Joan K. GearyRobert R. Semptimphelter, Sr.

Director

Joan K. Geary

Director and SecretaryDate:  December 23, 2010

Date:  December 23, 2010/s/ John A. LaVecchia

/s/ Janice A. SummersJohn A. LaVecchia

Director and Vice Chairman

Janice A. Summers

Senior Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)Date:  December 23, 2010

Date:  December 23, 2010