**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, 2008**

OR

| **o** | **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. 

  oYES   xNO                                                                                                   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.       

      o   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.xYES            o 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

|   | Large accelerated filero                                              |   | Accelerated filero         |
|--------|-----------------------------------------------------------------------|--------|----------------------------|
|   | Non-accelerated filero

(Do not check if a smaller reporting company) |   | Smaller reporting companyx |

 

| 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 $11.6 million as of the last business day of the Registrant’s most recently completed second quarter (March 31, 2008) based on the last sale ($9.05 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 19, 2008, there were 1,718,473 shares of the registrant’s common stock issued and outstanding.

**DOCUMENTS INCORPORATED BY REFERENCE**

| 1. | Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended September 30, 2008 (Parts I & II) |
|----|----------------------------------------------------------------------------------------------------------------------------------|

| 2. | Portions of the Registrant’s definitive Proxy Statement for the 2009 Annual Meeting of Shareholders. (Part III) |
|----|-----------------------------------------------------------------------------------------------------------------------|

 

 

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**ROEBLING FINANCIAL CORP, INC.**

**ANNUAL REPORT ON FORM 10-K**

**for the fiscal year ended September 30, 2008**

 

**INDEX**

 

| PART I      |
|-------------|
|        |   |   |   | **Page** |
| Item 1.     |   | Business |   |  2 |
| Item 1A.    |   | Risk Factors |   | 25 |
| Item 1B.    |   | Unresolved Staff Comments |   | 25 |
| Item 2.     |   | Properties |   | 25 |
| Item 3.     |   | Legal Proceedings |   | 26 |
| Item 4.     |   | Submission of Matters to a Vote of Security Holders |   | 26 |
|        |   |   |   |   |
| PART II     |
|        |   |   |   |   |
| Item 5.     |   | Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities |   | 26 |
| Item 6.     |   | Selected Financial Data |   | 27 |
| Item 7.     |   | Management’s Discussion and Analysis of Financial Condition andResults of Operations |   | 27 |
| Item 7A.    |   | Quantitative and Qualitative Disclosures About Market Risk |   | 27 |
| Item 8.     |   | Financial Statements and Supplementary Data |   | 27 |
| Item 9.     |   | Changes and Disagreements with Accountants on Accounting andFinancial Disclosure |   | 27 |
| Item 9A(T). |   | Controls and Procedures |   | 28 |
| Item 9B.    |   | Other Information |   | 28 |
|        |   |   |   |   |
| PART III    |
|        |   |   |   |   |
| Item 10.    |   | Directors, Executive Officers and Corporate Governance |   | 28 |
| Item 11.    |   | Executive Compensation |   | 28 |
| Item 12.    |   | Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters |   | 29 |
| Item 13.    |   | Certain Relationships and Related Transactions, and Director Independence |   | 30 |
| Item 14.    |   | Principal Accounting Fees and Services |   | 30 |
|        |   |   |   |   |
| PART IV     |
|        |   |   |   |   |
| Item 15.    |   | Exhibits, Financial Statement Schedules |   | 30 |
|        |   |   |   |   |
| SIGNATURES  |   |   |   |   |

 

 

 

 

 

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**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. Description of 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 iswww.roeblingbank.com.

 

2

 

 

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**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.

 

Roebling Bank has the only two branches located in Roebling. Two financial institutions, including a Trenton-based community bank, however, opened branches in the past few years just outside the town limits and Roebling Bank has experienced increased competition for deposits from these new entrants. Roebling Bank has one of the two branches in New Egypt and held approximately 44%            of the FDIC-insured deposits there at June 30, 2008 according to data compiled by the FDIC. There have also been several new entrants into nearby locales in the New Egypt marketplace which has increased competition in this area as well. The foregoing data does not reflect deposits held by credit unions. There are a number of other financial institutions in the Westampton and Delran markets.

 

The competition for 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. 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.

 

**Lending Activities**

 

The Company’s principal lending activity is the origination of loans secured by real property in Southern New Jersey. At September 30, 2008, the Bank’s loan portfolio included $47.2 million in loans secured by liens on one-to-four family properties, $27.9 million in home equity loans, $20.0 million in loans secured by commercial real estate, $12.7 million in loans            secured by land or properties under construction and $3.8 million in loans secured by multi-family properties. To a lesser extent, the Bank also offers commercial and consumer loans. 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.

 

3

 

 

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**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,**       |
|--------------------------------------------|--------|----------------------------|
|                                       |   | **2008**                   |   | **2007** |   | **2006** |
|                                       |   | **$**                      |   | **%** |   | **$** |   | **%** |   | **$** |   | **%** |
|                                       |   | **(Dollars in thousands)** |
| Real estate loans:                         |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| One-to-four family                         |   | $                          | 47,723 |   | 41.60 | % |   | $ | 43,806 |   | 40.43 | % |   | $ | 37,200 |   | 36.84 | % |
| Multi-family                               |   |                       | 3,849 |   | 3.36 |   |   |   | 3,868 |   | 3.57 |   |   |   | 4,316 |   | 4.28 |   |
| Construction and land                      |   |                       | 12,715 |   | 11.08 |   |   |   | 15,017 |   | 13.86 |   |   |   | 18,987 |   | 18.80 |   |
| Commercial real estate                     |   |                       | 20,002 |   | 17.44 |   |   |   | 15,496 |   | 14.30 |   |   |   | 15,550 |   | 15.40 |   |
| Total real estate loans                    |   |                       | 84,289 |   | 73.48 |   |   |   | 78,187 |   | 72.16 |   |   |   | 76,053 |   | 75.32 |   |
| Consumer and other loans:                  |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Home equity                                |   |                       | 27,867 |   | 24.29 |   |   |   | 27,629 |   | 25.50 |   |   |   | 21,995 |   | 21.78 |   |
| Commercial                                 |   |                       | 2,294 |   | 2.00 |   |   |   | 2,267 |   | 2.09 |   |   |   | 2,756 |   | 2.73 |   |
| Other consumer                             |   |                       | 265 |   | 0.23 |   |   |   | 265 |   | 0.25 |   |   |   | 175 |   | 0.17 |   |
| Total consumer and other loans             |   |                       | 30,426 |   | 26.52 |   |   |   | 30,161 |   | 27.84 |   |   |   | 24,926 |   | 24.68 |   |
| Total loans                                |   |                       | 114,715 |   | 100.00 | % |   |   | 108,348 |   | 100.00 | % |   |   | 100,979 |   | 100.00 | % |
|                                       |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Less:                                      |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loans in process                           |   |                       | 4,299 |   |   |   |   |   | 4,868 |   |   |   |   |   | 6,257 |   |   |   |
| Net deferred loan origination fees (costs) |   |                       | (14 | ) |   |   |   |   | (42 | ) |   |   |   |   | 5 |   |   |   |
| Allowance for loan losses                  |   |                       | 956 |   |   |   |   |   | 750 |   |   |   |   |   | 703 |   |   |   |
| Total loans, net                           |   | $                          | 109,474 |   |   |   |   | $ | 102,772 |   |   |   |   | $ | 94,014 |   |   |   |

 

**Loan Maturity Table.**The following table sets forth the contractual maturities of the Company’s loan portfolio at September 30, 2008. 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        |   | $                           | 2,861  |                                      | $      | 2,661                       |   | $         | 42,201 |   | $ | 47,723 |   |
| Multi-family              |   |                        | 757    |                                      |   | --                          |   |      | 3,092  |   |   | 3,849 |   |
| Construction and land     |   |                        | 7,360  |                                      |   | 805                         |   |      | 251    |   |   | 8,416 |   |
| Commercial real estate    |   |                        | 1,508  |                                      |   | 4,322                       |   |      | 14,172 |   |   | 20,002 |   |
| Consumer and other loans: |   |                        |   |                                      |   |                        |   |      |   |   |   |   |   |
| Home equity               |   |                        | 71     |                                      |   | 3,950                       |   |      | 23,846 |   |   | 27,867 |   |
| Commercial                |   |                        | 957    |                                      |   | 1,117                       |   |      | 220    |   |   | 2,294 |   |
| Other consumer            |   |                        | 8      |                                      |   | 144                         |   |      | 113    |   |   | 265 |   |
| Total                     |   | $                           | 13,522 |                                      | $      | 12,999                      |   | $         | 83,895 |   | $ | 110,416 |   |

 

 

4

 

 

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The following table sets forth as of September 30, 2008 the dollar amount of all loans due after September 30, 2009, which have fixed interest rates and floating or adjustable interest rates.

 

|                           |   | **Fixed Rates**    |   | **Floating or Adjustable Rates** |   | **Total** |   |
|--------------------------------|--------|--------------------|--------|----------------------------------|--------|-----------|--------|
|                           |   | **(In thousands)** |   |
| Real estate loans:             |   |               |   |                             |   |      |   |   |   |   |
| One-to-four family real estate |   | $                  | 19,268 |                             | $      | 25,594    |   | $ | 44,862 |   |
| Multi-family                   |   |               | --     |                             |   | 3,092     |   |   | 3,092 |   |
| Construction and land          |   |               | --     |                             |   | 1,056     |   |   | 1,056 |   |
| Commercial real estate         |   |               | 1,926  |                             |   | 16,568    |   |   | 18,494 |   |
| Consumer and other loans:      |   |               |   |                             |   |      |   |   |   |   |
| Home equity                    |   |               | 21,991 |                             |   | 5,805     |   |   | 27,796 |   |
| Commercial                     |   |               | 866    |                             |   | 471       |   |   | 1,337 |   |
| Other consumer                 |   |               | 230    |                             |   | 27        |   |   | 257 |   |
| Total                          |   | $                  | 44,281 |                             | $      | 52,613    |   | $ | 96,894 |   |

 

**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, 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. The Company also offers 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.

 

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, 2008 there were no loans classified as held for sale. See “-- Loan Servicing, Purchases and Sales.”

 

**Construction and Land Lending.**The Company originates 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.

 

5

 

 

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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 0.0% to 3.0% 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 3.0% 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 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 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

 

6

 

 

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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).

 

**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 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, 2008, our loans-to-one-borrower limit was approximately $2.1 million.

 

At September 30, 2008, the largest amount of loans we had outstanding to any one borrower or group of borrowers was $1.9 million, which consisted of two loans, secured by multiple single-family residences. At September 30, 2008, the outstanding balance was $1.6 million. Our next largest lending relationship was $1.8 million and consisted of two loans, one secured by multiple            single-family residences and one secured by accounts receivable and business assets. At September 30, 2008, the outstanding balance on this loan was $1.8 million.

 

**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 $400,000 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 $750,000. 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.

 

7

 

 

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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 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.

 

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, 2008, the Company sold $1.2 million of loans. The Company had no loans held-for-sale at September 30, 2008. The Company recognized loan servicing fees of $18,200 for the year ended September 30, 2008. As of September 30, 2008, loans serviced for others totaled $7.7 million.

 

The Company sells participations in its commercial real estate, multi-family and construction loans to other banks and purchases participations in commercial real estate, multi-family and construction 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 Statement of Financial Accounting Standards (“SFAS”) No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” 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, 2008, the Company had $9.8 million of outstanding commitments to fund loans, $14.8 million of unused lines of credit, and $433,000 in outstanding letters of credit.

 

8

 

 

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**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.

 

**Non-Performing Assets.**The following table sets forth information regarding non-accrual loans and real estate owned, as of the dates indicated. The Company has no loans categorized as troubled debt restructurings within the meaning of the SFAS No. 15.

 

|                                                       |   | **At September 30,**       |    |
|------------------------------------------------------------|--------|----------------------------|---------|
|                                                       |   | **2008**                   |    | **2007** |   | **2006** |   |
|                                                       |   | **(Dollars in thousands)** |    |
| Loans accounted for on a non-accrual basis:                |   |                       |    |   |   |   |   |   |   |   |
| Mortgage loans:                                            |   |                       |    |   |   |   |   |   |   |   |
| One-to-four family residential real estate                 |   | $                          | — |   | $ | 30 |   | $ | 34 |   |
| Construction and land                                      |   |                       | 870     |   |   | 400 |   |   | 400 |   |
| Consumer and other loans:                                  |   |                       |    |   |   |   |   |   |   |   |
| Home equity                                                |   |                       | 52      |   |   | — |   |   | — |   |
| Other consumer                                             |   |                       | — |   |   | — |   |   | — |   |
| Total non-accrual loans                                    |   | $                          | 922     |   | $ | 430 |   | $ | 434 |   |
| Accruing loans contractually past due 90 days or more:     |   |                       |    |   |   |   |   |   |   |   |
| Mortgage loans:                                            |   |                       |    |   |   |   |   |   |   |   |
| One-to-four family residential real estate                 |   | $                          | — |   | $ | — |   | $ | — |   |
| Consumer and other loans:                                  |   |                       |    |   |   |   |   |   |   |   |
| Home equity                                                |   |                       | — |   |   | 55 |   |   | 51 |   |
| Other consumer                                             |   |                       | — |   |   | — |   |   | — |   |
| Total accruing loans contractually past due90 days or more |   | $                          | — |   | $ | 55 |   | $ | 51 |   |
| Total non-performing loans                                 |   | $                          | 922     |   | $ | 485 |   | $ | 485 |   |
| Real estate owned                                          |   | $                          | 306     |   | $ | — |   | $ | — |   |
| Other repossessed assets                                   |   | $                          | — |   | $ | 89 |   | $ | — |   |
| Total non-performing assets                                |   | $                          | 1,228   |   | $ | 574 |   | $ | 485 |   |
| Total non-performing loans to total loans, net             |   |                       | 0.83    | % |   | 0.47 | % |   | 0.51 | % |
| Total non-performing loans to total assets                 |   |                       | 0.60    | % |   | 0.33 | % |   | 0.37 | % |
| Total non-performing assets to total assets                |   |                       | 0.79    | % |   | 0.39 | % |   | 0.37 | % |

 

As of September 30, 2008, the Company’s largest non-performing loan consisted of $392,000 outstanding on a loan for the construction of a single-family residence. Although a large percentage of

 

9

 

 

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the construction has been completed, the borrower stopped performing and the Bank has commenced foreclosure proceedings. The loan is secured by a lien on the property and the personal guarantees of the principals of the borrower. This loan has been identified as an impaired loan within the meaning of SFAS No. 114, as amended by SFAS No. 118, and a specific loan loss allowance of $44,000 has been            recorded. The average balance outstanding during the year ended September 30, 2008 was $391,000 and $3,000 of interest income was recorded. There were no other impaired loans at or for the year ended September 30, 2008, and no impaired loans outstanding in fiscal 2007.

 

During the fiscal year ended September 30, 2008, interest income of $84,000 would have been recorded on non-accrual loans if they had been current in accordance with their terms. Interest income of $26,000 was included in net income for such loans during the period. At September 30, 2008, the Company had no 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 $50,000 of the allowance for loan losses related to non-performing loans at September 30, 2008.

 

**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, weaker 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. Assets may be designated            “special mention” because of a potential weakness that does not currently warrant classification.

 

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.

 

10

 

 

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

 

|            |   | **At September 30,** |
|-----------------|--------|----------------------|
|            |   | **2008**             |   | **2007** |   | **2006** |
|            |   | **(In thousands)**   |
|            |   |                 |   |   |   |   |   |   |   |
| Special Mention |   | $                    | 1,787 |   | $ | 2,825 |   | $ | 1,947 |
| Substandard     |   |                 | 2,883 |   |   | 400 |   |   | 400 |
| Doubtful        |   |                 | — |   |   | — |   |   | — |
| Loss            |   |                 | — |   |   | — |   |   | — |
| Total           |   | $                    | 4,670 |   | $ | 3,225 |   | $ | 2,347 |

 

Approximately $1,228,000 of classified assets were reflected as non-performing loans in the table in the prior section. Substandard loans at September 30, 2008 also included a $1.7 million participation in a condominium construction loan. Although the loan is current, the project has experienced delays and pre-sales have not met expectations. Approximately $80,000 of the allowance            for loan losses is allocated to the above classified assets.

 

**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 by type and purpose of loan and applying a loss factor to each group. The loss factor is based on inherent losses associated with each type of lending, as well as historical loss factors. 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 nonperforming 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. We did, however, increase the reserve percentages that we apply in calculating the general allocation, based on an increase in nonperforming and classified loans and the deteriorating economy and real estate market. The allowance for loan losses was 0.87%, 0.72% and 0.74% of total            loans outstanding at September 30, 2008, 2007 and 2006, 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

 

11

 

 

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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.

 

**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,** |    |
|------------------------------------------------------------------|--------|------------------------------|---------|
|                                                             |   | **2008**                     |    | **2007** |   | **2006** |   |
|                                                             |   | **(Dollars in thousands)**   |    |
| Total loans outstanding(1)                                       |   | $                            | 110,430 |   | $ | 103,521 |   | $ | 94,717 |   |
| Average loans outstanding                                        |   | $                            | 108,470 |   | $ | 96,229 |   | $ | 85,134 |   |
| Allowance balances (at beginning of period)                      |   | $                            | 750     |   | $ | 703 |   | $ | 573 |   |
| Charge-offs:                                                     |   |                         |    |   |   |   |   |   |   |   |
| Construction and land                                            |   |                         | (72     | ) |   | — |   |   | — |   |
| Consumer                                                         |   |                         | — |   |   | — |   |   | (2 | ) |
| Recoveries:                                                      |   |                         |    |   |   |   |   |   |   |   |
| Consumer                                                         |   |                         | — |   |   | — |   |   | — |   |
| Net charge-offs                                                  |   |                         | (72     | ) |   | — |   |   | (2 | ) |
| Provisions                                                       |   |                         | 278     |   |   | 47 |   |   | 132 |   |
| Allowance balance (at end of period)                             |   | $                            | 956     |   | $ | 750 |   | $ | 703 |   |
| Allowance for loan losses as a percent of total loansoutstanding |   |                         | 0.87    | % |   | 0.72 | % |   | 0.74 | % |
| Net charge-offs as a percentage of average loansoutstanding      |   |                         | 0.07    | % |   | 0.00 | % |   | 0.00 | % |

 

|     |                                     |
|-----|-------------------------------------|
| (1) | Excludes allowance for loan losses. |

 

The Company recorded a charge-off of $72,000 in the year ended September 30, 2008. The charge-off was on one $400,000 non-performing acquisition and development loan for the purchase of a lot and the construction of a condo project thereon. The construction was never begun and we obtained a deed in lieu of foreclosure in fiscal 2008. The charge-off amount was the amount required            to write down the loan to the estimated fair value, less costs to sell, at the time we acquired the property.

 

12

 

 

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**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,**       |
|------------------------|--------|----------------------------|
|                   |   | **2008**                   |   | **2007** |   | **2006** |
|                   |   | **Amount**                 |   | **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) |   | $                          | 432 |   | 65.89 | % |   | $ | 357 |   | 65.93 | % |   | $ | 306 |   | 58.62 | % |
| Multi-family           |   |                       | 47 |   | 3.36 |   |   |   | 43 |   | 3.57 |   |   |   | 47 |   | 4.28 |   |
| Construction and land  |   |                       | 142 |   | 11.08 |   |   |   | 112 |   | 13.86 |   |   |   | 140 |   | 18.80 |   |
| Commercial real estate |   |                       | 242 |   | 17.44 |   |   |   | 170 |   | 14.30 |   |   |   | 171 |   | 15.40 |   |
| Commercial             |   |                       | 28 |   | 2.00 |   |   |   | 25 |   | 2.09 |   |   |   | 30 |   | 2.73 |   |
| Consumer               |   |                       | 18 |   | 0.23 |   |   |   | 16 |   | 0.25 |   |   |   | 9 |   | 0.17 |   |
| Unallocated            |   |                       | 47 |   | — |   |   |   | 27 |   | — |   |   |   | — |   | — |   |
| Total                  |   | $                          | 956 |   | 100.00 | % |   | $ | 750 |   | 100.00 | % |   | $ | 703 |   | 100.00 | % |

 

|     |                             |
|-----|-----------------------------|
| (1) | Includes home equity loans. |

**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, 2008, 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, 2008, we had securities classified as “held to maturity” and “available-for-sale” in the            amount of $181,000 and $32.9 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, 2008, our securities available for sale had an amortized cost of $32.6 million and            market value of $32.9 million. The changes in market

 

13

 

 

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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, 2008, 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 also invests 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.

 

14

 

 

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**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,** |    |
|------------------------------------------------|--------|----------------------|---------|
|                                           |   | **2008**             |    | **2007** |   | **2006** |   |
|                                           |   | **(In thousands)**   |    |
| Investment securities held-to-maturity:        |   |                 |    |   |   |   |   |   |   |   |
| U.S. government and agency securities          |   | $                    | — |   | $ | — |   | $ | 55 |   |
| Mortgage-backed securities (1)                 |   |                 | 181     |   |   | 242 |   |   | 340 |   |
| Total investment securities held-to-maturity   |   |                 | 181     |   |   | 242 |   |   | 395 |   |
| Investment securities available-for-sale:      |   |                 |    |   |   |   |   |   |   |   |
| U.S. government and agency securities          |   |                 | 13,640  |   |   | 19,993 |   |   | 21,884 |   |
| Fannie Mae stock                               |   |                 | 1       |   |   | 24 |   |   | 22 |   |
| Mortgage-backed securities                     |   |                 | 19,212  |   |   | 14,640 |   |   | 5,301 |   |
| Total investment securities available-for-sale |   |                 | 32,853  |   |   | 34,657 |   |   | 27,207 |   |
| Total investment securities                    |   | $                    | 33,034  |   | $ | 34,899 |   | $ | 27,602 |   |

 

___________________________

|   | (1) | Includes collateralized mortgage obligations of $0, $8,000 and $25,000 at September 30, 2008, 2007 and 2006, respectively. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------|

 

 

15

 

 

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**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, 2008.

 

 

|                                          |   |   | **At September 30, 2008 (1)** |    |
|-----------------------------------------------|--------|--------|-------------------------------|---------|
|                                          |   |   | **One Year or Less**          |    |   | **One to Five Years** |   |   | **Five to Ten Years** |   |   | **More Than Ten Years** |   |   | **Total Securities** |   |
|                                          |   |   | **Carrying****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-maturity        |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. government and agencysecurities          |   |   | $                             | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   | $ | — |   |
| Mortgage-backed securities                    |   |   |                          | 1       |   | 6.49 |   |   |   |   | — |   | — |   |   |   |   | 42 |   | 4.95 |   |   |   |   | 138 |   | 5.59 |   |   |   |   | 181 |   | 5.44 |   |   |   | 182 |   |
| Total investment securitiesheld-to-maturity   |   |   |                          | 1       |   | 6.49 |   |   |   |   | — |   | — |   |   |   |   | 42 |   | 4.95 |   |   |   |   | 138 |   | 5.59 |   |   |   |   | 181 |   | 5.44 |   |   |   | 182 |   |
|                                          |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Investment securities available-for-sale      |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. government and agencysecurities          |   |   | $                             | 2,738   |   | 3.55 | % |   |   | $ | 8,617 |   | 4.87 | % |   |   | $ | 2,285 |   | 5.13 | % |   |   | $ | — |   | — | % |   |   | $ | 13,640 |   | 4.65 | % |   | $ | 13,640 |   |
| Mortgage-backed securities                    |   |   |                          | 3       |   | 6.00 |   |   |   |   | 2,469 |   | 4.49 |   |   |   |   | 596 |   | 5.58 |   |   |   |   | 16,145 |   | 5.34 |   |   |   |   | 19,213 |   | 5.24 |   |   |   | 19,213 |   |
| Total investment securitiesavailable-for-sale |   |   |                          | 2,741   |   | 3.55 |   |   |   |   | 11,086 |   | 4.79 |   |   |   |   | 2,881 |   | 5.22 |   |   |   |   | 16,145 |   | 5.34 |   |   |   |   | 32,853 |   | 5.00 |   |   |   | 32,853 |   |
|                                          |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total investment securities                   |   |   | $                             | 2,742   |   | 3.55 | % |   |   | $ | 11,086 |   | 4.79 | % |   |   | $ | 2,923 |   | 5.22 | % |   |   | $ | 16,283 |   | 5.34 | % |   |   | $ | 33,034 |   | 5.00 | % |   | $ | 33,035 |   |

 

______________

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

 

16

 

 

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**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, 2008, 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, 2008.

 

|                                  |   |                            |   |
|---------------------------------------|--------|---------------------------------|--------|
| **Maturity Period**                   |   | **Certificates****of Deposits** |   |
|                                  |   | **(In thousands)**              |   |
|                                  |   |                            |   |   |
| Within three months                   |   | $                               | 3,306  |   |
| Over three months through six months  |   |                            | 3,247  |   |
| Over six months through twelve months |   |                            | 2,072  |   |
| Over twelve months                    |   |                            | 6,591  |   |
|                                  |   | $                               | 15,216 |   |
|                                  |   |                            |   |   |

 

**Borrowings**. The Company 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 Company’s stock in the FHLB and a portion of the Company’s mortgage loan and securities portfolios. Each FHLB borrowing has            its own interest rate, which may be fixed or variable, and maturity date. The Company, 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, 2008, the Company had $5.0 million of fixed-rate advances outstanding with a weighted average rate of 4.43% and contractual maturities of five years.

 

17

 

 

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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,** |    |
|                                   |   | **2008**                                   |    | **2007** |   | **2006** |   |
|                                   |   | **(Dollars in thousands)**                 |    |
|                                   |   |                                       |    |     |   |     |   |
| Average balance outstanding            |   | $                                          | 1,412   |     | $      | 377      |   | $ | 2,010 |   |
| Maximum balance at end of any month    |   | $                                          | 5,700   |     | $      | 4,000    |   | $ | 5,000 |   |
| Balance outstanding at end of period   |   | $                                          | — |     | $      | 2,500    |   | $ | 1,300 |   |
| Weighted average rate during period    |   |                                       | 2.89    | %        |   | 5.41     | %      |   | 4.82 | % |
| Weighted average rate at end of period |   |                                       | — | %        |   | 5.24     | %      |   | 5.55 | % |
|                                   |   |                                       |    |     |   |     |   |   |   |   |

 

**Personnel**

 

As of September 30, 2008, the Company had 35 full-time and 20 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.

 

**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.

 

18

 

 

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**Emergency Economic Stabilization Act of 2008**

 

In response to recent unprecedented market turmoil, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted on October 3, 2008. EESA authorizes the Secretary of the Treasury to purchase up to $700 billion in troubled assets from financial institutions under the Troubled Asset Relief Program or TARP. Troubled assets include residential or commercial            mortgages and related instruments originated prior to March 14, 2008 and any other financial instrument that the Secretary determines, after consultation with the Chairman of the Board of Governors of the Federal Reserve System, the purchase of which is necessary to promote financial stability. If the Secretary exercises his authority under TARP, EESA directs the Secretary of Treasury to establish a program to guarantee troubled assets originated or issued prior to March 14, 2008.            The Secretary is authorized to purchase up to $250 million in troubled assets immediately and up to $350 million upon certification by the President that such authority is needed. The Secretary’s authority will be increased to $700 million if the President submits a written report to Congress detailing the Secretary’s plans to use such authority unless Congress passes a joint resolution disapproving such amount within 15 days after receipt of the report. The            Secretary’s authority under TARP expires on December 31, 2009 unless the Secretary certifies to Congress that extension is necessary provided that his authority may not be extended beyond October 3, 2010.

 

Institutions selling assets under TARP will be required to issue warrants for common or preferred stock or senior debt to the Secretary. If the Secretary purchases troubled assets directly from an institution without a bidding process and acquires a meaningful equity or debt position in the institution as a result or acquires more than $300 million in troubled assets from an            institution regardless of method, the institution will be required to meet certain standards for executive compensation and corporate governance, including a prohibition against incentives to take unnecessary and excessive risks, recovery of bonuses paid to senior executives based on materially inaccurate earnings or other statements and a prohibition against agreements for the payment of golden parachutes. Institutions that sell more than $300 million in assets under TARP auctions            will not be entitled to a tax deduction for compensation in excess of $500,000 paid to its chief executive or chief financial official or any of its other three most highly compensated officers. In addition, any severance paid to such officers for involuntary termination or termination in connection with a bankruptcy or receivership will be subject to the golden parachute rules under the Internal Revenue Code.

 

EESA increases the maximum deposit insurance amount up to $250,000 until December 31, 2009 and removes the statutory limits on the FDIC’s ability to borrow from the Treasury during this period. The FDIC may not take the temporary increase in deposit insurance coverage into account when setting assessments. EESA allows financial institutions to treat any loss on the preferred            stock of the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation as an ordinary loss for tax purposes.

 

Pursuant to his authority under EESA, the Secretary of the Treasury has created the TARP Capital Purchase Plan under which the Treasury Department will invest up to $250 billion in senior preferred stock of U.S. banks and savings associations or their holding companies. Qualifying financial institutions may issue senior preferred stock with a value equal to not less than 1% of            risk-weighted assets and not more than the lesser of $25 billion or 3% of risk-weighted assets. The senior preferred stock will pay dividends at the rate of 5% per annum until the fifth anniversary of the investment and thereafter at the rate of 9% per annum. The senior preferred stock may not be redeemed for three years except with the proceeds from an offering of common stock or preferred stock qualifying as Tier 1 capital in an amount equal to not less than 25% of the amount of            the senior preferred. After three years, the senior preferred may be redeemed at any time in whole or in part by the financial institution. No dividends may be paid on common stock unless dividends have been paid on the senior preferred stock. Until the third anniversary of the issuance of the senior preferred, the consent of the U.S. Treasury will be required for any increase in the dividends on the common stock or for any stock repurchases unless the senior

 

19

 

 

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preferred has been redeemed in its entirety or the Treasury has transferred the senior preferred to third parties. The senior preferred will not have voting rights other than the right to vote as a class on the issuance of any preferred stock ranking senior, any change in its terms or any merger, exchange or similar transaction that would adversely affect its rights. The senior preferred will also            have the right to elect two directors if dividends have not been paid for six periods. The senior preferred will be freely transferable and participating institutions will be required to file a shelf registration statement covering the senior preferred. The issuing institution must grant the Treasury piggyback registration rights. Prior to issuance, the financial institution and its senior executive officers must modify or terminate all benefit plans and arrangements to comply with            EESA. Senior executives must also waive any claims against the Department of Treasury.

 

In connection with the issuance of the senior preferred, participating institutions must issue to the Secretary immediately exercisable 10-year warrants to purchase common stock with an aggregate market price equal to 15% of the amount of senior preferred. The exercise price of the warrants will equal the market price of the common stock on the date of the investment. The Secretary            may only exercise or transfer one-half of the warrants prior to the earlier of December 31, 2009 or the date the issuing financial institution has received proceeds equal to the senior preferred investment from one or more offerings of common or preferred stock qualifying as Tier 1 capital. The Secretary will not exercise voting rights with respect to any shares of common stock acquired through exercise of the warrants. The financial institution must file a shelf registration            statement covering the warrants and underlying common stock as soon as practicable after issuance and grant piggyback registration rights. The number of warrants will be reduced by one-half if the financial institution raises capital equal to the amount of the senior preferred through one or more offerings of common stock or preferred stock qualifying as Tier 1 capital. If the financial institution does not have sufficient authorized shares of common stock available to satisfy the            warrants or their issuance otherwise requires shareholder approval, the financial institution must call a meeting of shareholders for that purpose as soon as practicable after the date of investment. The exercise price of the warrants will be reduced by 15% for each six months that lapse before shareholder approval subject to a maximum reduction of 45%.

 

**Deposit Insurance.**The Bank’s deposits are insured to applicable limits by the Federal Deposit Insurance Corporation. Pursuant to the Emergency Economic Stabilization Act of 2008, the maximum deposit insurance amount has been increased from $100,000 to $250,000 until December 31, 2009. On October 13, 2008, the FDIC established a Temporary            Liquidity Guarantee Program under which the FDIC will fully guarantee all non-interest-bearing transaction accounts and all senior unsecured debt of insured depository institutions or their qualified holding companies issued between October 14, 2008 and June 30, 2009. Senior unsecured debt would include federal funds purchased and certificates of deposit standing to the credit of the bank. All eligible institutions participate in the program without cost for the first 30 days of the            program. After November 12, 2008, institutions will be assessed at the rate of ten basis points for transaction account balances in excess of $250,000 and at the rate of up to 100 basis points of the amount of debt issued. Institutions must opt out of the Temporary Liquidity Guarantee Program by December 5, 2008 if they do not wish to participate.

 

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. If the Deposit Insurance Fund’s reserves exceed the designated reserve ratio, the FDIC is required to pay out all or, if the reserve ratio            is less than 1.5%, a portion of the excess as a dividend to insured depository institutions based on the percentage of insured deposits held on December 31, 1996 adjusted for subsequently paid premiums. Insured depository institutions that were in existence on December 31, 1996 and paid assessments prior to that date (or their successors) are entitled to a one-time credit against future assessments based on their past contributions to the predecessor to the Deposit Insurance            Fund.

 

20

 

 

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The FDIC has set the designated reserve ratio at 1.25% of estimated insured deposits. The FDIC has also 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 have been 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 are currently assessed at annual rates of 10, 28            and 43 basis points, respectively. The Bank used the remaining balance of its special assessment credit to offset a portion of its deposit insurance premium for 2008.

 

Due to recent bank failures, the FDIC has determined that the reserve ratio was 1.01% as of June 30, 2008. In accordance with the Reform Act, the FDIC must establish and implement a plan within 90 days to restore the reserve ratio to 1.15% within five years (subject to extension due to extraordinary circumstances). For the quarter beginning January 1, 2009, the FDIC has proposed to            raise 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 would be increased to 17, 35 and 50 basis points, respectively. For the quarter beginning April 1, 2009 the FDIC has proposed to set the base annual assessment rate for institutions in Risk Category I to between 10 and 14 basis points and the base annual assessment rates for institutions            in Risk Categories II, III and IV at 20, 30 and 45 basis points, respectively. An institution’s assessment rate could be lowered by as much as two 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 deposits. The assessment rate would 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%. An institution’s base assessment rate would also be increased if an institution’s ratio of secured liabilities (including FHLB advances) to deposits exceeds 15%. The maximum adjustment for secured liabilities for institutions in Risk Categories I, II, III and IV would be            7, 10, 15 and 22.5 basis points, respectively.

 

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 predecessor to the SAIF. The FICO assessment rates, which are determined quarterly, averaged 0.0113% of insured deposits in fiscal 2008.            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.

 

21

 

 

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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 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, 2008, the Bank was in compliance with its QTL requirement.

 

22

 

 

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**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, 2008, 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 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.

 

23

 

 

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**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. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | 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. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Sarbanes-Oxley Act of 2002.**On July 30, 2002, the President signed into law the Sarbanes-Oxley Act of 2002 (the “Act”), which implemented legislative reforms intended to address corporate and accounting fraud. In addition to the establishment of a new accounting oversight board to enforce auditing, quality control and independence standards            and which is funded by fees from all publicly traded companies, the Act places certain restrictions on the scope of services that may be provided by accounting firms to their public company audit clients. Any non-audit services being provided to a public company audit client will require preapproval by the company’s audit committee. In addition, the Act makes certain changes to the requirements for partner rotation after a period of time. The Act requires chief executive            officers and chief financial officers, or their equivalent, to certify to the accuracy of periodic reports filed with the Securities and Exchange Commission, subject to civil and criminal penalties if they knowingly or willingly violate this certification requirement. In addition, under the Act, counsel is required to report evidence of a material violation of the securities laws or a breach of

 

24

 

 

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fiduciary duty by a company to its chief executive officer or its chief legal officer, and, if such officer does not appropriately respond, to report such evidence to the audit committee or other similar committee of the board of directors or the board itself.

 

Under the Act, longer prison terms apply to corporate executives who violate federal securities laws; the period during which certain types of suits can be brought against a company or its officers is extended; and bonuses issued to top executives prior to restatement of a company’s financial statements are now subject to disgorgement if such restatement was due to corporate            misconduct. Executives are also prohibited from insider trading during retirement plan “blackout” periods, and loans to company executives (other than loans by financial institutions permitted by federal rules and regulations) are restricted. In addition, a provision directs that civil penalties levied by the Securities and Exchange Commission as a result of any judicial or administrative action under the Act be deposited to a fund for the benefit of harmed investors.            The Federal Accounts for Investor Restitution provision also requires the Securities and Exchange Commission to develop methods of improving collection rates. The legislation accelerates the time frame for disclosures by public companies, as they must immediately disclose any material changes in their financial condition or operations. Directors and executive officers must also provide information for most changes in ownership in a company’s securities within two business days            of the change.

 

The Act also increases the oversight of, and codifies certain requirements relating to audit committees of public companies and how they interact with the company’s “registered public accounting firm.” Audit Committee members must be independent and are absolutely barred from accepting consulting, advisory or other compensatory fees from the issuer. In addition,            companies must disclose whether at least one member of the committee is a “financial expert” (as such term is defined by the Securities and Exchange Commission) and if not, why not. Under the Act, a company’s registered public accounting firm will be prohibited from performing statutorily mandated audit services for a company if such company’s chief executive officer, chief financial officer, comptroller, chief accounting officer or any person serving in            equivalent positions had been employed by such firm and participated in the audit of such company during the one-year period preceding the audit initiation date. The Act also prohibits any officer or director of a company or any other person acting under their direction from taking any action to fraudulently influence, coerce, manipulate or mislead any independent accountant engaged in the audit of the company’s financial statements for the purpose of rendering the financial            statements materially misleading. The Act also requires the Securities and Exchange Commission to prescribe rules requiring inclusion of an internal control report and assessment by management in the annual report to shareholders. The Act requires the company’s registered public accounting firm that issues the audit report to attest to and report on management’s assessment of the company’s internal controls.

 

**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.

 

25

 

 

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|                                                                             | **Year Facility**

**Opened** |   | **Leased or Owned** |   | **Net Book Value at September 30, 2008** |   | **Branch Deposits at September 30, 2008** |   |   |
|----------------------------------------------------------------------------------|-------------------------------|--------|---------------------|--------|------------------------------------------|--------|-------------------------------------------|--------|--------|
|                                                                             |                          |   |                |   | **(In thousands)**                       |   |
| ***Main Office***Route 130 South and Delaware AvenueRoebling, NJ 08554           | 1964                          |   | Owned               |   | $                                        | 705    |                                      | $      | 49,551 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Village Office***34 Main StreetRoebling, NJ 08554                             | 1922                          |   | Owned               |   |                                     | 19     |                                      |   | 20,905 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***New Egypt Office***8 Jacobstown RoadNew Egypt, NJ 08533                       | 1998                          |   | Owned               |   |                                     | 563    |                                      |   | 32,663 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Westampton Office***1934 Rt. 541/Burlington-Mt.Holly RoadWestampton, NJ 08060 | 2005                          |   | Leased (1)          |   |                                     | 221    |                                      |   | 16,663 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Delran Office***3104 Bridgeboro RoadDelran, NJ 08075                          | 2006                          |   | Owned               |   |                                     | 1,854  |                                      |   | 10,793 |   |
|                                                                                  |                               |        |                     |        |                                          |        |                                           |        |        |  |  |  |  |

 

________

| (1) | Lease has an initial term of five years. |
|-----|------------------------------------------|

 

**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, 2008 that would have a material effect on our operations or income.

 

**Item 4. Submission of Matters to a Vote of Security Holders**

 

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year.

 

|   | **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, 2008 (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.

 

26

 

 

----

|   | (b) | ***Use of Proceeds***. Not applicable. |
|--------|-----|----------------------------------------|

 

|   | (c) | ***Issuer Purchases of Equity Securities.*** |
|--------|-----|----------------------------------------------|

 

|                   |   |       |   |       |   |                 |   | (d)             |
|------------------------|--------|------------|--------|------------|--------|----------------------|--------|-----------------|
|                   |   |       |   |       |   |                 |   | Maximum Number  |
|                   |   |       |   |       |   |                 |   | (or Approximate |
|                   |   |       |   |       |   | (c)                  |   | Dollar Value)   |
|                   |   | (a)        |   |       |   | Total                |   | of Shares       |
|                   |   | Total      |   | (b)        |   | Number of Shares     |   | (or Units) that |
|                   |   | Number     |   | Average    |   | (or Units) Purchased |   | May Yet be      |
|                   |   | of Shares  |   | Price Paid |   | as Part of Publicly  |   | Purchased Under |
|                   |   | (or Units) |   | Per Share  |   | Announced Plans      |   | the Plans or    |
| Period                 |   | Purchased  |   | (or Unit)  |   | or Programs*         |   | Programs*       |
|                   |   |       |   |       |   |                 |   |            |
| July 1 through 31      |   | 515        | **     |       | $      | 8.84                 |   |            |   | 107,850 |
| August 1 through 31    |   | —    |   |       |   |                 |   |            |   | 107,850 |
| September 1 through 30 |   | 200        | **     |       |   | 8.48                 |   |            |   | 107,850 |
| Total                  |   | 715        |   |       | $      | 8.74                 |   |            |   | 107,850 |

 

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

|   | ** | Represents shares purchased for the Deferred Compensation Plan. |
|--------|----|-----------------------------------------------------------------|

 

**Item 6. Selected Financial Data**

 

|   | Not applicable. |
|--------|-----------------|

 

 

**Item 7. Management’s Discussion 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.

 

27

 

 

----

**Item 9A(T). 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. This annual report does not include an attestation of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’ registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual            report.

 

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 2009 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.”

 

28

 

 

----

 

**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, 2008 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 plansapproved by shareholders         |   |                                                                                            |    |                                                                            |   |                                                                                                                                             |   |   |   |   |   |   |   |   |
| 1999 Stock Option Plan                                    |   |                                                                                            | 37,814  |                                                                            |   |                                                                                                                                             | $      | 11.225 |   |   |   | 8,786 |   |   |
| 2006 Stock Option Plan                                    |   |                                                                                            | 74,642  |                                                                            |   |                                                                                                                                             |   | 10.730 |   |   |   | 16,434 |   |   |
| 1999 Restricted Stock Plan                                |   |                                                                                            | 5,289   |                                                                            |   |                                                                                                                                             |   | — |   |   |   | 3,340 |   |   |
| 2006 Restricted Stock Plan                                |   |                                                                                            | — |                                                                            |   |                                                                                                                                             |   | — |   |   |   | 23,320 |   |   |
|                                                      |   |                                                                                            |    |                                                                            |   |                                                                                                                                             |   |   |   |   |   |   |   |   |
| Equity compensation plansnot approved by shareholders (1) |   |                                                                                            | — |                                                                            |   |                                                                                                                                             |   | — |   |   |   | — |   |   |
| TOTAL                                                     |   |                                                                                            | 117,745 |                                                                            |   |                                                                                                                                             | $      | 10.896 |   |   |   | 51,880 |   |   |

 

|     |                 |
|-----|-----------------|
| (1) | Not applicable. |

 

29

 

 

----

**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 “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, 2008 and 2007 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, 2008, 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** | **Description** |
|--------|------------|-----------------|

 

|   | 3.1 | 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**** |
|--------|--------------|-------------------------------------|

|   | 10.4† | Roebling Bank Restricted Stock Plan**** |
|--------|--------------|-----------------------------------------|

|   | 10.5† | Employment Agreement between Janice A. Summers and Roebling Bank*** |
|--------|--------------|---------------------------------------------------------------------|

|   | 10.6† | Employment Agreement between Frank J. Travea, III and Roebling Bank*** |
|--------|--------------|------------------------------------------------------------------------|

|   | 10.7† | Roebling Financial Corp, Inc. 2006 Stock Option Plan***** |
|--------|--------------|-----------------------------------------------------------|

|   | 10.8† | Roebling Bank 2006 Restricted Stock Plan***** |
|--------|--------------|-----------------------------------------------|

|   | 10.9† | Directors Change in Control Severance Plan ****** |
|--------|--------------|---------------------------------------------------|

|   | 13 | 2008 Annual Report to Shareholders |
|--------|----|------------------------------------|

|   | 21 | Subsidiaries |
|--------|----|--------------|

|   | 23 | Consent of Independent Auditors |
|--------|----|---------------------------------|

|   | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
|--------|------|-------------------------------------------------------------------|

|   | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
|--------|------|-------------------------------------------------------------------|

|   | 32 | 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. |
|----|------------------------------------------------------------------------------------------------------------------------|

 

30

 

 

----

| *** | 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. |
|--------|-------------------------------------------------------------------------------------------------------------------------------|

 

 

 

31

 

 

----

 

| **SIGNATURES**                                                                                                                                                                                                                           |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                     |
| Pursuant 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 29, 2008. |
|                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                     |   | **ROEBLING FINANCIAL CORP, INC.** |
|  

 

                                                                                                                                                                                                                    |   |  

 

  |  

 

/s/ Frank J. Travea, III |
|                                                                                                                                                                                                                                     |   | By: | 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, III |
| John J. Ferry

Director and Chairman of the Board                                                                                                                                                                                        |   | Frank J. Travea, III

President and Chief Executive Officer

(Principal Executive Officer) |
|  

Date: December 29, 2008                                                                                                                                                                                                          |   |  

Date: December 29, 2008 |
|  

 

/s/ George Nyikita                                                                                                                                                                                                       |   |  

 

/s/ Mark V. Dimon |
| George Nyikita

Director                                                                                                                                                                                                                 |   | Mark V. Dimon

Director and Treasurer |
|  

Date: December 29, 2008                                                                                                                                                                                                          |   |  

Date: December 29, 2008 |
|  

 

/s/ Robert R. Semptimphelter, Sr.                                                                                                                                                                                        |   |  

 

/s/ Joan K. Geary |
| Robert R. Semptimphelter, Sr.

Director                                                                                                                                                                                                  |   | Joan K. Geary

Director and Secretary |
|  

Date: December 29, 2008                                                                                                                                                                                                          |   |  

Date: December 29, 2008 |
|  

 

/s/ John A. LaVecchia                                                                                                                                                                                                    |   |  

 

/s/ Janice A. Summers |
| John 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 29, 2008                                                                                                                                                                                                          |   |  

Date: December 29, 2008 |
|                                                                                                                                                                                                                                          |  |  |  |  |  |

 

 

 

----