**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

WASHINGTON, D.C. 20549

 

FORM 10-QSB

(Mark One)

 

| **X** | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-------|-----------------------------------------------------------------------------------|

 

For the quarterly period endedMarch 31, 2008

 

OR

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________________ to __________________ 

 

Commission file number0-50969

 

 

| **ROEBLING FINANCIAL CORP, INC.**                                 |
|-------------------------------------------------------------------|
| (Exact name of Small Business Issuer as specified in its charter) |

 

| **New Jersey**                                                  |   | **55-0873295**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer Identification No.) |

 

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

 

| **(609) 499-9400**                                     |
|--------------------------------------------------------|
| (Issuer’s telephone number, including area code) |

 

| **NA**                                                                              |
|-------------------------------------------------------------------------------------|
| (Former name, former address and former fiscal year, if changed since last report)) |

 

Check whether the Issuer 1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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; YesXNo__

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ NoX_

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: May 9, 2008

 

| Class                       |   | Outstanding      |
|-----------------------------|--------|------------------|
| $.10 par value common stock |   | 1,718,473 shares |

 

Transitional Small Business Disclosure format (check one)

|   | Yes | No | X__ |
|--------|-----|----|-----|

----

**ROEBLING FINANCIAL CORP, INC.**

**FORM 10-QSB**

**FOR THE QUARTER ENDED MARCH 31, 2008**

 

**INDEX**

 

|                                                                      |
|---------------------------------------------------------------------------|
|                                                                      |   |   |   | **Page**

**Number** |
| **PART I – FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.** |   |   |
| Item 1                                                                    |   | Consolidated Financial Statements and Notes Thereto |   | 1 – 8 |
| Item 2.                                                                   |   | Management’s Discussion and Analysis of Financial

Condition and Results of Operations |   |  

9– 13 |
| Item 3.                                                                   |   | Controls and Procedures |   | 14 |
|                                                                      |   |   |
| **PART II - OTHER INFORMATION**                                           |   |   |
|                                                                      |   |   |   |   |
| Item 1.                                                                   |   | Legal Proceedings |   | 15 |
| Item 2.                                                                   |   | Unregistered Sales of Equity Securities and Use of Proceeds |   | 15 |
| Item 3.                                                                   |   | Defaults upon Senior Securities |   | 15 |
| Item 4.                                                                   |   | Submission of Matters to a Vote of Security Holders |   | 15 |
| Item 5.                                                                   |   | Other Information |   | 15 |
| Item 6.                                                                   |   | Exhibits |   | 15 – 16 |
|                                                                      |   |   |
| **SIGNATURES**                                                            |   | 17 |
|                                                                           |  |  |  |  |  |  |

 

 

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

(Unaudited)

 

(In thousands, except share data)

 

|                                                                  |   | March 31, |    |   |   | September 30, |   |
|-----------------------------------------------------------------------|--------|-----------|---------|--------|--------|---------------|--------|
| **Assets**                                                            |   | 2008      |    |   |   | 2007          |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| Cash and due from banks                                               |   | $         | 2,101   |   |   |          | $      | 2,583 |   |
| Interest-bearing deposits                                             |   |      | 920     |   |   |          |   | 877 |   |
| Total cash and cash equivalents                                       |   |      | 3,021   |   |   |          |   | 3,460 |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| Securities available for sale                                         |   |      | 32,433  |   |   |          |   | 34,657 |   |
| Securities held to maturity                                           |   |      | 217     |   |   |          |   | 242 |   |
| Loans receivable, net                                                 |   |      | 111,526 |   |   |          |   | 102,772 |   |
| Accrued interest receivable                                           |   |      | 749     |   |   |          |   | 766 |   |
| Federal Home Loan Bank of New York stock, at cost                     |   |      | 659     |   |   |          |   | 596 |   |
| Real estate owned                                                     |   |      | 306     |   |   |          |   | — |   |
| Premises and equipment                                                |   |      | 3,480   |   |   |          |   | 3,612 |   |
| Other assets                                                          |   |      | 720     |   |   |          |   | 903 |   |
| Total assets                                                          |   | $         | 153,111 |   |   |          | $      | 147,008 |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| **Liabilities and Stockholders' Equity**                              |   |      |    |   |   |          |   |   |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| **Liabilities**                                                       |   |      |    |   |   |          |   |   |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| Deposits                                                              |   | $         | 123,576 |   |   |          | $      | 119,208 |   |
| Borrowed funds                                                        |   |      | 10,900  |   |   |          |   | 9,500 |   |
| Advances from borrowers for taxes and insurance                       |   |      | 435     |   |   |          |   | 429 |   |
| Other liabilities                                                     |   |      | 971     |   |   |          |   | 1,163 |   |
| Total liabilities                                                     |   |      | 135,882 |   |   |          |   | 130,300 |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| **Stockholders' equity**                                              |   |      |    |   |   |          |   |   |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| Serial preferred stock, $0.10 par value; 5,000,000 shares authorized; |   |      |    |   |   |          |   |   |   |
|    none issued                                              |   |      | — |   |   |          |   | — |   |
| Common stock; $0.10 par value; 20,000,000 shares authorized;          |   |      |    |   |   |          |   |   |   |
|    1,718,473 issued                                         |   |      | 172     |   |   |          |   | 172 |   |
| Additional paid-in-capital                                            |   |      | 10,441  |   |   |          |   | 10,429 |   |
| Unallocated employee stock ownership plan shares                      |   |      | (504    | )      |   |          |   | (543 | ) |
| Unallocated restricted stock plan shares                              |   |      | (104    | )      |   |          |   | (132 | ) |
| Stock purchased for deferred compensation plan                        |   |      | (151    | )      |   |          |   | (151 | ) |
| Retained earnings - substantially restricted                          |   |      | 6,998   |   |   |          |   | 6,990 |   |
| Accumulated other comprehensive income (loss):                        |   |      |    |   |   |          |   |   |   |
| Unrealized gain (loss) on securities available for sale, net of tax   |   |      | 416     |   |   |          |   | (15 | ) |
| Defined benefit plan, net of tax                                      |   |      | (39     | )      |   |          |   | (42 | ) |
| Total stockholders' equity                                            |   |      | 17,229  |   |   |          |   | 16,708 |   |
|                                                                  |   |      |    |   |   |          |   |   |   |
| Total liabilities and stockholders' equity                            |   | $         | 153,111 |   |   |          | $      | 147,008 |   |

 

See notes to unaudited consolidated financial statements

 

1

 

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(Unaudited)

 

(In thousands, except per share data)

 

|                                                 |   | For the Three Months Ended |   |
|------------------------------------------------------|--------|----------------------------|--------|
|                                                 |   | March 31,                  |   |
|                                                 |   | 2008                       |   |   | 2007 |   |
| Interest income:                                     |   |                       |   |   |   |   |   |   |
| Loans receivable                                     |   | $                          | 1,740  |   |   | $ | 1,593 |   |
| Securities                                           |   |                       | 421    |   |   |   | 315 |   |
| Other interest-earning assets                        |   |                       | 14     |   |   |   | 31 |   |
| Total interest income                                |   |                       | 2,175  |   |   |   | 1,939 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Interest expense:                                    |   |                       |   |   |   |   |   |   |
| Deposits                                             |   |                       | 841    |   |   |   | 754 |   |
| Borrowed funds                                       |   |                       | 84     |   |   |   | 77 |   |
| Total interest expense                               |   |                       | 925    |   |   |   | 831 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Net interest income before provision for loan losses |   |                       | 1,250  |   |   |   | 1,108 |   |
| Provision for loan losses                            |   |                       | 110    |   |   |   | 10 |   |
| Net interest income after provision for loan losses  |   |                       | 1,140  |   |   |   | 1,098 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Non-interest income:                                 |   |                       |   |   |   |   |   |   |
| Loan fees                                            |   |                       | 13     |   |   |   | 27 |   |
| Account servicing and other                          |   |                       | 113    |   |   |   | 111 |   |
| Total non-interest income                            |   |                       | 126    |   |   |   | 138 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Non-interest expense:                                |   |                       |   |   |   |   |   |   |
| Compensation and benefits                            |   |                       | 611    |   |   |   | 652 |   |
| Occupancy and equipment                              |   |                       | 154    |   |   |   | 162 |   |
| Service bureau and data processing                   |   |                       | 121    |   |   |   | 105 |   |
| Federal insurance premiums                           |   |                       | 23     |   |   |   | 3 |   |
| Other expense                                        |   |                       | 250    |   |   |   | 204 |   |
| Total non-interest expense                           |   |                       | 1,159  |   |   |   | 1,126 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Income before income taxes                           |   |                       | 107    |   |   |   | 110 |   |
| Income taxes                                         |   |                       | 31     |   |   |   | 49 |   |
| Net income                                           |   |                       | 76     |   |   |   | 61 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Other comprehensive income, net of tax:              |   |                       |   |   |   |   |   |   |
| Unrealized gain on securities available for sale     |   |                       | 223    |   |   |   | 73 |   |
| Adjustment to mimimum pension liability              |   |                       | 3      |   |   |   | — |   |
| Comprehensive income                                 |   | $                          | 302    |   |   | $ | 134 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Earnings per common share:                           |   |                       |   |   |   |   |   |   |
| Basic                                                |   | $                          | 0.05   |   |   | $ | 0.04 |   |
| Diluted                                              |   | $                          | 0.05   |   |   | $ | 0.04 |   |
|                                                 |   |                       |   |   |   |   |   |   |
| Weighted average number of shares outstanding:       |   |                       |   |   |   |   |   |   |
| Basic                                                |   |                       | 1,658  |   |   |   | 1,642 |   |
| Diluted                                              |   |                       | 1,661  |   |   |   | 1,653 |   |

 

See notes to unaudited consolidated financial statements

 

2

 

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(Unaudited)

 

(In thousands, except per share data)

 

|                                                         |   | For the Six Months Ended |   |   |
|--------------------------------------------------------------|--------|--------------------------|--------|--------|
|                                                         |   | March 31,                |   |   |
|                                                         |   | 2008                     |   | 2007   |   |   |
| Interest income:                                             |   |                     |   |   |   |   |   |   |
| Loans receivable                                             |   | $                        | 3,511  |   | $ | 3,221 |   |   |
| Securities                                                   |   |                     | 846    |   |   | 597 |   |   |
| Other interest-earning assets                                |   |                     | 41     |   |   | 54 |   |   |
| Total interest income                                        |   |                     | 4,398  |   |   | 3,872 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Interest expense:                                            |   |                     |   |   |   |   |   |   |
| Deposits                                                     |   |                     | 1,822  |   |   | 1,463 |   |   |
| Borrowed funds                                               |   |                     | 157    |   |   | 159 |   |   |
| Total interest expense                                       |   |                     | 1,979  |   |   | 1,622 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Net interest income before provision for loan losses         |   |                     | 2,419  |   |   | 2,250 |   |   |
| Provision for loan losses                                    |   |                     | 133    |   |   | 32 |   |   |
| Net interest income after provision for loan losses          |   |                     | 2,286  |   |   | 2,218 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Non-interest income:                                         |   |                     |   |   |   |   |   |   |
| Loan fees                                                    |   |                     | 30     |   |   | 51 |   |   |
| Account servicing and other                                  |   |                     | 230    |   |   | 224 |   |   |
| Gain on sale of loans                                        |   |                     | 2      |   |   | — |   |   |
| Total non-interest income                                    |   |                     | 262    |   |   | 275 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Non-interest expense:                                        |   |                     |   |   |   |   |   |   |
| Compensation and benefits                                    |   |                     | 1,223  |   |   | 1,265 |   |   |
| Occupancy and equipment                                      |   |                     | 316    |   |   | 318 |   |   |
| Service bureau and data processing                           |   |                     | 240    |   |   | 217 |   |   |
| Federal insurance premiums                                   |   |                     | 45     |   |   | 6 |   |   |
| Other expense                                                |   |                     | 456    |   |   | 412 |   |   |
| Total non-interest expense                                   |   |                     | 2,280  |   |   | 2,218 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Income before income taxes                                   |   |                     | 268    |   |   | 275 |   |   |
| Income taxes                                                 |   |                     | 95     |   |   | 124 |   |   |
| Net income                                                   |   |                     | 173    |   |   | 151 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Other comprehensive income, net of tax:                      |   |                     |   |   |   |   |   |   |
| Unrealized gain on securities available for sale, net of tax |   |                     | 431    |   |   | 115 |   |   |
| Adjustment to mimimum pension liability                      |   |                     | 3      |   |   | — |   |   |
| Comprehensive income                                         |   | $                        | 607    |   | $ | 266 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Earnings per common share:                                   |   |                     |   |   |   |   |   |   |
| Basic                                                        |   | $                        | 0.10   |   | $ | 0.09 |   |   |
| Diluted                                                      |   | $                        | 0.10   |   | $ | 0.09 |   |   |
|                                                         |   |                     |   |   |   |   |   |   |
| Weighted average number of shares outstanding:               |   |                     |   |   |   |   |   |   |
| Basic                                                        |   |                     | 1,657  |   |   | 1,642 |   |   |
| Diluted                                                      |   |                     | 1,661  |   |   | 1,653 |   |   |

 

See notes to unaudited consolidated financial statements.

 

3

 

 

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ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 

(Unaudited)

 

(In thousands)

 

|                               |   |    |    |       |        |   |        |    |         |   |     | Common    |          |    |   |   | Accumulated |   |   |    |   |
|------------------------------------|--------|---------|---------|------------|-------------|--------|-------------|---------|--------------|--------|----------|-----------|---------------|---------|--------|--------|-------------|--------|--------|---------|--------|
|                               |   |    |    | Additional |        |   |        |    |         |   |     | Stock for |          |    |   |   | Other       |   |   |    |   |
|                               | Common |    | Paid-in |       | Unallocated |   | Unallocated |    | Deferred     |   | Retained |      | Comprehensive |    |   |   |        |
|                               | Stock  |    | Capital |       | ESOP Shares |   | RSP Shares  |    | Compensation |   | Earnings |      | Income (Loss) |    | Total  |   |        |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Balance at September 30, 2007      | $      | 172     |    | $          | 10,429      |   | $           | (543    | )            | $      | (132     | )         | $             | (151    | )      | $      | 6,990       |   | $      | (57     | )      | $ | 16,708 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Net income for the six months      |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| ended March 31, 2008               |   | — |    |       | —     |   |        | — |         |   | —  |      |          | — |   |   | 173         |   |   | — |   |   | 173 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Dividends paid on common stock     |   | — |    |       | —     |   |        | — |         |   | —  |      |          | — |   |   | (165        | )      |   | — |   |   | (165 | ) |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Amortization of ESOP shares        |   | — |    |       | 9           |   |        | 39      |         |   | —  |      |          | — |   |   | —     |   |   | — |   |   | 48 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Change in unrealized gain (loss)   |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| on securities available for sale,  |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| net of income tax                  |   | — |    |       | —     |   |        | — |         |   | —  |      |          | — |   |   | —     |   |   | 431     |   |   | 431 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Allocation of RSP shares           |   | — |    |       | (2          | )      |        | — |         |   | 28       |      |          | — |   |   | —     |   |   | — |   |   | 26 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Tax benefit of stock benefit plans |   | — |    |       | 5           |   |        | — |         |   | —  |      |          | — |   |   | —     |   |   | — |   |   | 5 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Adjustment to minimum              |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| pension liability                  |   | — |    |       | —     |   |        | — |         |   | —  |      |          | — |   |   | —     |   |   | 3       |   |   | 3 |   |   |
|                               |   |    |    |       |        |   |        |    |         |   |     |      |          |    |   |   |        |   |   |    |   |   |   |   |   |
| Balance at March 31, 2008          | $      | 172     |    | $          | 10,441      |   | $           | (504    | )            | $      | (104     | )         | $             | (151    | )      | $      | 6,998       |   | $      | 377     |   | $ | 17,229 |   |   |
|                                    |        |         |         |            |             |        |             |         |              |        |          |           |               |         |        |        |             |        |        |         |        |  |  |  |  |  |  |

 

See notes to unaudited consolidated financial statements.

 

4

 

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands, except share data)

 

|                                                                   |   | For the Six Months Ended |    |
|------------------------------------------------------------------------|--------|--------------------------|---------|
|                                                                   |   | March 31,                |    |
|                                                                   |   | 2008                     |    | 2007 |   |
| Cash flows from operating activities:                                  |   |                     |    |   |   |   |   |
| Net income                                                             |   | $                        | 173     |   | $ | 151 |   |
| Adjustments to reconcile net income to cash provided by                |   |                     |    |   |   |   |   |
| operating activities:                                                  |   |                     |    |   |   |   |   |
| Depreciation                                                           |   |                     | 159     |   |   | 164 |   |
| Amortization of premiums and discounts, net                            |   |                     | (10     | ) |   | — |   |
| Amortization of deferred loan fees and costs, net                      |   |                     | (4      | ) |   | (27 | ) |
| Provision for loan losses                                              |   |                     | 133     |   |   | 32 |   |
| Originations of loans held for sale, net of repayments                 |   |                     | (577    | ) |   | (142 | ) |
| Gain on sale of loans                                                  |   |                     | (2      | ) |   | — |   |
| Proceeds from sale of loans held for sale                              |   |                     | 384     |   |   | 142 |   |
| Increase in other assets                                               |   |                     | (102    | ) |   | (88 | ) |
| Decrease (increase) in accrued interest receivable                     |   |                     | 7       |   |   | (9 | ) |
| (Decrease) increase in other liabilities                               |   |                     | (187    | ) |   | 65 |   |
| Amortization/allocation of ESOP and RSP                                |   |                     | 74      |   |   | 82 |   |
| Net cash provided by operating activities                              |   |                     | 48      |   |   | 370 |   |
|                                                                   |   |                     |    |   |   |   |   |
| Cash flows from investing activities:                                  |   |                     |    |   |   |   |   |
| Purchase of securities available for sale                              |   |                     | (2,235  | ) |   | (5,509 | ) |
| Proceeds from payments and maturities of securities available for sale |   |                     | 5,187   |   |   | 3,292 |   |
| Proceeds from payments and maturities of securities held to maturity   |   |                     | 25      |   |   | 99 |   |
| Loan originations, net of principal repayments                         |   |                     | (9,016  | ) |   | (1,195 | ) |
| (Purchase) redemption of Federal Home Loan Bank stock                  |   |                     | (63     | ) |   | 37 |   |
| Purchase of premises and equipment                                     |   |                     | (27     | ) |   | (79 | ) |
| Net cash used in investing activities                                  |   |                     | (6,129  | ) |   | (3,355 | ) |
|                                                                   |   |                     |    |   |   |   |   |
| Cash flows from financing activities:                                  |   |                     |    |   |   |   |   |
| Net increase in deposits                                               |   |                     | 4,401   |   |   | 5,683 |   |
| Net increase in short-term borrowed funds                              |   |                     | 2,400   |   |   | 175 |   |
| Repayment of long-term borrowed funds                                  |   |                     | (1,000  | ) |   | (1,000 | ) |
| Increase in advance payments by borrowers for taxes and insurance      |   |                     | 6       |   |   | 18 |   |
| Dividends paid                                                         |   |                     | (165    | ) |   | (164 | ) |
| Purchase of common shares by RSP                                       |   |                     | — |   |   | (132 | ) |
| Purchase of common shares for deferred compensation plan               |   |                     | — |   |   | (151 | ) |
| Net cash provided by financing activities                              |   |                     | 5,642   |   |   | 4,429 |   |
|                                                                   |   |                     |    |   |   |   |   |
| Net (decrease) increase in cash and cash equivalents                   |   |                     | (439    | ) |   | 1,444 |   |
| Cash and cash equivalents at beginning of period                       |   |                     | 3,460   |   |   | 3,381 |   |
| Cash and cash equivalents at end of period                             |   | $                        | 3,021   |   | $ | 4,825 |   |
|                                                                   |   |                     |    |   |   |   |   |
| **Supplemental Disclosures of Cash Flow Information:**                 |   |                     |    |   |   |   |   |
| Cash paid for:                                                         |   |                     |    |   |   |   |   |
| Interest on deposits and borrowed funds                                |   | $                        | 1,976   |   | $ | 1,615 |   |
| Income taxes                                                           |   |                     | 128     |   |   | 358 |   |
|                                                                   |   |                     |    |   |   |   |   |
| Transfer of loans to real estate owned                                 |   |                     | 306     |   |   | — |   |

 

See notes to unaudited consolidated financial statements.

5

 

 

----

**ROEBLING FINANCIAL CORP, INC.**

**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**

 

**NOTE 1 - BASIS OF PRESENTATION**

 

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

 

The results of operations for the three and six months ended March 31, 2008, are not necessarily indicative of the results to be expected for the year ending September 30, 2008, or any other future interim period. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2007            included in the Company’s Annual Report on Form 10-KSB.

 

**NOTE 2 – EARNINGS PER SHARE**

 

Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding, adjusted for unearned shares of the Employee Stock Ownership Plan (“ESOP”). Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options            and compensation grants, if dilutive, using the treasury stock method.

 

The following is a summary of the Company’s earnings per share calculations:

 

 

|                                                                               |   |   |   | **Three Months Ended March 31,** |      |   |   | **Six Months Ended March 31,** |   |
|------------------------------------------------------------------------------------|--------|--------|--------|----------------------------------|-----------|--------|--------|--------------------------------|--------|
|                                                                               |   |   |   | **2008**                         |      |   |   | **2007**                       |   |   |   | **2008** |   |   |   | **2007** |   |
|                                                                               |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                                                                         |   |   |   | $                                | 76,364    |   |   |                           | $      | 61,442 |   |   |   | $ | 173,458 |   |   |   | $ | 151,389 |   |
|                                                                               |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average common sharesoutstanding for computation of basic EPS             |   |   |   |                             | 1,657,851 |   |   |                           |   | 1,642,487 |   |   |   |   | 1,656,707 |   |   |   |   | 1,641,343 |   |
|                                                                               |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common-equivalent shares due to thedilutive effect of stock options and RSP awards |   |   |   |                             | 3,249     |   |   |                           |   | 10,346 |   |   |   |   | 4,566 |   |   |   |   | 11,396 |   |
|                                                                               |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average common shares forcomputation of diluted EPS                       |   |   |   |                             | 1,661,100 |   |   |                           |   | 1,652,833 |   |   |   |   | 1,661,273 |   |   |   |   | 1,652,739 |   |
|                                                                               |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Earnings per common share:                                                         |   |   |   |                             |      |   |   |                           |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                                                                              |   |   |   | $                                | .05       |   |   |                           | $      | .04 |   |   |   | $ | .10 |   |   |   | $ | .09 |   |
| Diluted                                                                            |   |   |   |                             | .05       |   |   |                           |   | .04 |   |   |   |   | .10 |   |   |   |   | .09 |   |

 

 

6

 

 

----

**NOTE 3 – STOCK-BASED COMPENSATION**

 

Stock Option Plan

 

On January 25, 1999, the stockholders of the Company approved a stock option plan (the "1999 Plan"), while on January 30, 2006, the stockholders ratified a 2006 Stock Option Plan (the “2006 Plan”), collectively, the “Plans”. The Plans authorized the issuance of up to an additional 77,670 and 91,076 shares, respectively, of common stock by the Company upon the exercise of stock            options that may be awarded to officers, directors, key employees, and other persons providing services to the Company. Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market. The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options. On January 30, 2006 and September 6, 2006, options to purchase 54,642 and 58,800 shares, respectively, were granted            pursuant to the Plans. The options were granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant, expire not more than 10 years after the date of grant and are immediately exercisable.

 

The following table summarizes activity under the Plans for the six months ended March 31, 2008:

 

|                           |   | Number

Of Shares |   |   | Weighted Average Exercise Price |   |
|--------------------------------|--------|-------------------|--------|--------|---------------------------------|--------|
|                           |   |              |   |   |                            |   |   |
| Outstanding September 30, 2007 |   | 117,656           |   |   | $                               | 10.977 |   |
|                           |   |              |   |   |                            |   |   |
| Forfeited                      |   | (2,000            | )      |   |                            | 12.725 |   |
|                           |   |              |   |   |                            |   |   |
| Outstanding March 31, 2008     |   | 115,656           |   |   | $                               | 10.947 |   |

 

The following table summarizes all options outstanding as of March 31, 2008, all of which are exercisable:

 

| Weighted Average Number of Shares |   | Exercise Price |   | Weighted Average Remaining Contractual Life |
|-----------------------------------|--------|----------------|--------|---------------------------------------------|
|                              |   |           |   |                                        |   |   |
| 6,214                             |   | $              | 3.595  |                                        | .9 | years |
| 54,642                            |   |           | 10.000 |                                        | 7.8 | years |
| 54,800                            |   |           | 12.725 |                                        | 8.4 | years |
|                              |   |           |   |                                        |   |   |
| 115,656                           |   | $              | 10.947 |                                        | 7.7 | years |

 

On October 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised), (“SFAS 123(R)”), Share-Based Payment. SFAS 123(R) replaces SFAS No. 123 and supersedes Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees. Under SFAS 123(R), compensation cost is recognized prospectively for new and modified awards            over the related vesting period of such awards. Results for prior periods have not been restated. Prior to October 1, 2006, the Company accounted for these Plans under the recognition and measurement principles of APB 25 and related interpretations using the intrinsic value method. In accordance with APB 25, no compensation cost related to these Plans was reflected in net income prior to fiscal 2007, as all options granted under the Plans had an exercise price equal to the market            value of the underlying common stock on the grant date. There was no activity during the three or six months ended March 31, 2008 or 2007 that affected net income or earnings per share because all awards were vested by September 30, 2006.

 

7

 

 

----

Restricted Stock Plan

 

On January 25, 1999, the stockholders of the Company approved a restricted stock plan (the "1999 Plan"), while on January 30, 2006, the stockholders ratified a 2006 Restricted Stock Plan (the “2006 Plan”), collectively, the “Plans”. The Plans provide for the award of shares of restricted stock to directors, officers and employees. The 1999 Plan and the 2006 Plan provided for            the purchase of 31,066 and 36,430 shares of common stock, respectively, in the open market to fund such awards. All of the Common Stock to be purchased by the Plan will be purchased at the fair market value on the date of purchase. Awards under the Plan are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Company’s Board of Directors and as a means of            providing a further retention incentive. Under the 1999 Plan, 18,017 shares were awarded in fiscal 1999. An additional 2,101, 2,626, 2,240 and 3,634 shares were awarded in fiscal 2005, fiscal 2006, fiscal 2007 and the three months ended December 31, 2007, respectively, with a grant-date fair value of $9.75, $9.70, $12.50 and $11.00 per share, respectively. The awards vest 20% on the date of grant and 20% each of the next four years. On January 30, 2006, 13,110 shares were awarded            pursuant to the 2006 Plan. The awards vested 1/3 on the date of grant and 1/3 each of the next two years. Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant. Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date. Plan expense was approximately $9,000 and $31,000, respectively, for the three and six-month            periods ended March 31, 2008, compared to $14,000 and $32,000 for the same 2007 periods.

 

Employee Stock Ownership Plan

 

Effective upon the consummation of the Bank’s initial stock offering, an Employee Stock Ownership Plan ("ESOP") was established for all eligible employees who had completed a twelve-month period of employment with the Bank and at least 1,000 hours of service, and had attained the age of 21. The ESOP used $156,800 in proceeds from a term loan to purchase 62,149 shares of Bank common stock during            the stock offering. In fiscal 2004, the ESOP purchased 72,861 shares of common stock in the second-step conversion with the proceeds of a $776,000 loan from the Company, which has a 10-year term and an interest rate of 4.75%. $47,000 of the proceeds was used to pay off the prior outstanding debt.

 

Shares purchased with the loan proceeds were initially pledged as collateral for the loans and are held in a suspense account for future allocation among participants. Contributions to the ESOP and shares released from the suspense account are in an amount proportional to the loan repayment. Shares are allocated among the participants on the basis of compensation, as described by the Plan, in the year            of allocation.

 

The ESOP is accounted for in accordance with Statement of Position 93-6, "Accounting for Employee Stock Ownership Plans," which was issued by the American Institute of Certified Public Accountants in November 1993. Accordingly, the ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition. As shares are committed to be released from collateral,            the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $23,000 and $48,000, respectively, for the three and six-month periods ended March 31, 2008, compared to $28,000 and $58,000 for the same 2007 periods.

 

 

8

 

 

----

**ROEBLING FINANCIAL CORP, INC.**

**MANAGEMENT’S DISCUSSION AND ANALYSIS OF**

**FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

**General**

 

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain            risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, new legislation and regulations, and general economic conditions.

 

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 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"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates            otherwise.

 

**Overview**

 

At March 31, 2008, the Company had total assets, deposits and stockholders’ equity of $153.1 million, $123.6 million and $17.2 million, respectively. For the three months ended March 31, 2008, the Company reported net income of $76,000, or $.05 per diluted share, compared to $61,000, or $.04 per diluted share, for the same period in 2007. For the six months ended March 31,            2008, the Company reported net income of $173,000, or $.10 per diluted share, compared to $151,000, or $.09 per diluted share, for the same period in 2007. The improvement in net income for the three and six month periods reflects higher net interest income and lower tax expense, which offset a higher provision for loan loss and non-interest expense and lower non-interest income.

 

**Changes in Financial Condition**

 

Total assets increased by $6.1 million to $153.1 million at March 31, 2008, from $147.0 million at September 30, 2007. This increase is primarily attributable to an $8.7 million increase in the loans receivable, net, portfolio, partially offset by a $2.2 million decrease in securities. Loans receivable, net increased by 8.5%, to $111.5 million at March 31, 2008 from $102.8 million            at September 30, 2007. The majority of the change in loans receivable, net was attributable to increases of $3.4 million in commercial real estate loans, $2.9 million in one-to-four family residential loans and $2.0 million in construction and land loans. We continue to experience challenging times in the lending environment with the slow-down in the real estate market and an increasingly competitive pricing environment. We have not invested in sub-prime loans and will therefore not            be experiencing write-downs from losses on sub-prime portfolios, as so many financial institutions are. Deposits increased by $4.4 million, or 3.7%, to $123.6 million at March 31, 2008 from $119.2 million at September 30, 2007. The increase in deposits is primarily attributable to an increase in non-interest-bearing and money market accounts, offset by slight decreases in certificate of deposit, savings and interest checking accounts. Borrowed funds also increased, by $1.4 million            during the same period, to $10.9 million at March 31, 2008 from $9.5 million at September 30, 2007. Stockholders’ equity increased $521,000 to $17.2 million at March 31, 2008 from $16.7 million at September 30, 2007. The increase was primarily attributable to $173,000 in net income, a $431,000 increase in unrealized gain (loss) on securities available for sale and $74,000 from the amortization and allocation of ESOP / RSP shares, offset by dividends paid of            $165,000.

 

 

9

 

 

----

**Results of Operations**

 

*Net Interest Income.*For the three-months ended March 31, 2008, the Company reported net interest income before provision for loan losses of $1,250,000, which represents an increase of $142,000 or 12.8% over the same period in 2007. The increase in net interest income was the result of an increase in interest income of $236,000, offset by an increase in            interest expense of $94,000. The interest rate spread was 2.80% for the three months ended March 31, 2008 compared to 2.77% for the three months ended March 31, 2007, while the net interest margin was 3.45% for the 2008 period compared to 3.48% for the 2007 period. For the six-month period ended March 31, 2008, the Company reported net interest income before provision for loan losses of $2,419,000, compared to $2,250,000 for the six months ended March 31, 2007, an increase of            $169,000, or 7.5%. The interest rate spread was 2.67% for the six months ended March 31, 2008 compared to 2.86% for the six months ended March 31, 2007, while the net interest margin was 3.35% for the 2008 period compared to 3.56% for the 2007 period. During the current quarter, as compared to the quarter ended December 31, 2007, we have seen a gradual improvement in our spread and margin as the overall cost of funds has decreased by more than the average yield on total            interest-earning assets. Deposit rate changes typically lag overall market rate changes, and this improvement in spread and margin is largely the result of the downward repricing of our money market and certificate of deposit accounts, reflecting market rate changes that have taken place since September of 2007.

 

The average balance of total interest-earning assets for the three months ended March 31, 2008 increased by $17.0 million compared to the three months ended March 31, 2007, while the average yield decreased by 10 basis points to 6.04% from 6.14%. The increase in total interest income of $236,000 for the three months ended March 31, 2008 is comprised of an increase in interest            income of $147,000 on loans receivable and an increase of $89,000 in interest income on securities and other interest-earning assets. Average loan receivable balances increased by $13.7 million for the three months ended March 31, 2008 compared to the same 2007 period, while the average yield decreased to 6.41% from 6.77%. For the three months ended March 31, 2008, the average balance of securities and other interest-earning assets increased by $3.3 million compared to the same 2007            period, while the average yield increased to 4.91% from 4.30%.

 

The average balance of total interest-earning assets for the six months ended March 31, 2008 increased by $17.9 million compared to the six months ended March 31, 2007, while the average yield decreased by 5 basis points to 6.11% from 6.16%. The increase in total interest income of $526,000 for the six months ended March 31, 2008 is comprised of an increase in interest income of            $290,000 on loans receivable and an increase of $236,000 in interest income on securities and other interest-earning assets. Average loan receivable balances increased by $12.6 million for the six months ended March 31, 2008 compared to the same 2007 period, while the average yield decreased to 6.52% from 6.80%. For the six months ended March 31, 2008, the average balance of securities and other interest-earning assets increased by $5.2 million compared to the same 2007 period,            while the average yield increased to 4.89% from 4.20%.

 

The average balance of interest-bearing liabilities increased by $14.8 million for the three months ended March 31, 2008 compared to the same 2007 period, while the average cost decreased 13 basis points to 3.24% from 3.37%. The increase in total interest expense of $94,000 for the three months ended March 31, 2008 is comprised of an $87,000 increase in interest expense on deposits            and a $7,000 increase in interest expense on borrowings. Average interest-bearing deposit balances increased by $14.0 million with a decrease in the average cost to 3.17% for the three months ended March 31, 2008, compared to 3.30% for the same 2007 period, while average borrowings increased by $800,000, with a decrease in the average cost to 4.23% from 4.31%.

 

For the six months ended March 31, 2008, the average balance of interest-bearing liabilities increased by $16.5 million compared to the same 2007 period, while the average cost increased by 14 basis points to 3.44% from 3.30%. The increase in total interest expense of $357,000 for the six months ended March 31, 2008 is comprised of a $359,000 increase in interest expense on            deposits, offset by a $2,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $16.6 million with an increase in the average cost to 3.38% for the six months ended March 31, 2008, compared to 3.22% for the same 2007 period, while average borrowings decreased by $100,000, with a slight decrease in the average cost to 4.31% from 4.32%.

 

*Provision for Loan Losses.*The provision for loan losses was $110,000 and $133,000, respectively, for the three and six month periods ended March 31, 2008, compared to $10,000 and $32,000 for the same periods in 2007.

 

10

 

 

----

The allowance for loan losses was $811,000 at March 31, 2008 compared to $750,000 at September 30, 2007, representing .72% of the loan portfolio at both dates. The increase in the provision in both time periods is related to growth in the loan portfolio, as well as the recording of a chargeoff of $71,000 during the quarter ended March 31, 2008 on a property that was acquired by deed in lieu of            foreclosure. Management continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio. This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors. However, there can be no assurance that additions to the            allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts.

 

*Non-interest Income.*Non-interest income decreased $12,000, or 8.7%, to $126,000 for the three months ended March 31, 2008 and decreased $13,000, or 4.7%, to $262,000 for the six months ended March 31, 2008 compared to the same 2007 periods. Loan fees and late charges decreased by $14,000 and $21,000 for the three and six months ended March 31, 2008,            respectively, compared to the same 2007 periods, while account servicing and other fees increased by $2,000 and $6,000 for the three and six months ended March 31, 2008, respectively, compared to the same 2007 periods. The decrease in loan fees is primarily attributable to the receipt in fiscal 2007 of prepayment fees on loans that paid off and a non-refundable commitment fee received for a loan application that did not close.

 

*Non-interest Expense.*Non-interest expense increased $33,000, or 2.9%, to $1,159,000 for the three-month period ended March 31, 2008 and increased $62,000, or 2.8%, to $2,280,000 for the six months ended March 31, 2008, compared to the same periods in 2007. Service bureau and data processing expense increased by $16,000 and $23,000 for the three and six            months ended March 31, 2008 compared to the same 2007 periods, primarily related to the growth of the bank and information technology requirements. Federal insurance premiums increased by $20,000 and $39,000 for the three and six months ended March 31, 2008 compared to the same 2007 periods as the Federal Deposit Insurance Corporation adopted a new risk-based premium system that provides for quarterly assessments on insured institutions. The costs of compliance with the            Sarbanes-Oxley Act are the largest component of the increase in other expense of $46,000 and $44,000 for the three and six months ended March 31, 2008 compared to the same 2007 periods. Partially offsetting these increases is a decline in compensation and benefits expense and occupancy and equipment expense totaling $49,000 and $44,000 for the three and six months ended March 31, 2008 compared to the prior year, largely attributable to two vacant positions that have not yet been            filled.

*Income Tax Expense.*Income tax expense decreased $18,000 to $31,000 for the three months ended March 31, 2008 resulting in a decline in the effective tax rate to 29% from 45%. For the six months ended March 31, 2008, income tax expense decreased $29,000 to $95,000 compared to the same 2007 period, resulting in a decline in the effective rate to 35%            from 45%. The decrease in tax expense is due to permanent book / tax differences.

 

11

 

 

----

**Liquidity and Regulatory Capital Compliance**

 

On March 31, 2008, the Bank was in compliance with its regulatory capital requirements as follows:

 

| (Dollars in thousands)         |   | Amount |   |   | Percent |
|--------------------------------|--------|--------|--------|--------|---------|
|                           |   |   |   |   |    |   |   |
| Tangible capital               |   | $      | 12,729 |   |    | 8.35 | % |
| Tangible capital requirement   |   |   | 2,286  |   |    | 1.50 | % |
| Excess over requirement        |   | $      | 10,443 |   |    | 6.85 | % |
|                           |   |   |   |   |    |   |   |
| Core capital                   |   | $      | 12,729 |   |    | 8.35 | % |
| Core capital requirement       |   |   | 6,097  |   |    | 4.00 | % |
| Excess over requirement        |   | $      | 6,632  |   |    | 4.35 | % |
|                           |   |   |   |   |    |   |   |
| Risk-based capital             |   | $      | 13,543 |   |    | 13.33 | % |
| Risk-based capital requirement |   |   | 8,127  |   |    | 8.00 | % |
| Excess over requirement        |   | $      | 5,416  |   |    | 5.33 | % |

 

The Company anticipates that it will have sufficient funds available to meet its current commitments. As of March 31, 2008, the Bank had outstanding commitments to fund loans of $5.7 million, commitments on unused lines of credit of $14.0 million, undisbursed construction loans of $4.6 million, $226,000 in outstanding letters of credit and $201,000 in commitments outstanding to            sell loans. Certificates of deposit scheduled to mature in one year or less as of March 31, 2008, totaled $54.8 million. Based on historical deposit withdrawals and outflows, and on internal monthly deposit reports monitored by management, management believes that a majority of such deposits will remain with the Company.

 

|                                       |   |   | At or for the Three Months

Ended March 31, |
|--------------------------------------------|--------|--------|---------------------------------------------|
|                                       |   |   | 2008 (1)                                    |   | 2007 (1) |
| Earnings per common share (2):             |   |   |                                        |   |   |   |   |   |   |
| Basic                                      |   |   | $                                           | 0.05 |   |   | $ | 0.04 |   |
| Diluted                                    |   |   | $                                           | 0.05 |   |   | $ | 0.04 |   |
| Return on average assets (1)               |   |   |                                        | .20 | % |   |   | .18 | % |
| Return on average equity (1)               |   |   |                                        | 1.80 | % |   |   | 1.50 | % |
| Interest rate spread (1)                   |   |   |                                        | 2.80 | % |   |   | 2.77 | % |
| Net interest margin (1)                    |   |   |                                        | 3.45 | % |   |   | 3.48 | % |
| Non-interest expense to average assets (1) |   |   |                                        | 3.06 | % |   |   | 3.36 | % |
| Non-performing assets to total assets      |   |   |                                        | 1.09 | % |   |   | .30 | % |
| Non-performing loans to total loans        |   |   |                                        | 1.13 | % |   |   | .42 | % |
|                                       |   |   |                                        |   |   |   |   |   |   |
|                                       |   |   | At March 31,                                |
|                                       |   |   | 2008                                        |   | 2007 |
|                                       |   |   |                                        |   |   |   |   |   |   |
| Book value per share (3)                   |   |   | $                                           | 10.03 |   |   | $ | 9.53 |   |

 

 

| (1) | The ratios for the three-month periods presented are annualized.                                                                                                                                                                                                    |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The average number of shares outstanding during the three months ended March 31, 2008, was 1,657,851 basic and 1,661,100 diluted. The average number of shares outstanding during the three months ended March 31, 2007, was 1,642,487 basic and 1,652,833 diluted. |
| (3) | There were 1,718,473 shares outstanding as of March 31, 2008 and 1,712,259 shares outstanding as of March 31, 2007.                                                                                                                                                 |

 

 

 

12

 

 

----

 

|                                       |   |   | For the Six Months

Ended March 31, |
|--------------------------------------------|--------|--------|-------------------------------------|
|                                       |   |   | 2008 (1)                            |   | 2007 (1) |
| Earnings per common share (2):             |   |   |                                |   |   |   |   |   |   |
| Basic                                      |   |   | $                                   | 0.10 |   |   | $ | 0.09 |   |
| Diluted                                    |   |   | $                                   | 0.10 |   |   | $ | 0.09 |   |
| Return on average assets (1)               |   |   |                                | .23 | % |   |   | .23 | % |
| Return on average equity (1)               |   |   |                                | 2.05 | % |   |   | 1.85 | % |
| Interest rate spread (1)                   |   |   |                                | 2.67 | % |   |   | 2.86 | % |
| Net interest margin (1)                    |   |   |                                | 3.35 | % |   |   | 3.56 | % |
| Non-interest expense to average assets (1) |   |   |                                | 3.03 | % |   |   | 3.34 | % |

 

 

| (1) | The ratios for the six-month periods presented are annualized.                                                                                                                                                                                                  |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The average number of shares outstanding during the six months ended March 31, 2008, was 1,656,707 basic and 1,661,273 diluted. The average number of shares outstanding during the six months ended March 31, 2007, was 1,641,343 basic and 1,652,739 diluted. |

 

 

13

 

 

----

**Controls and Procedures**

 

(a) Evaluation of disclosure controls and procedures. The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company's principal executive            officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

(b) Changes in internal control over financial reporting. During the period under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

14

 

 

----

**ROEBLING FINANCIAL CORP, INC.**

 

**Part II**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

There are various claims and lawsuits in which the company or the Bank are periodically involved,

such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.

 

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS** |
|-------------|-----------------------------------------------------------------|

 

Not applicable

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

 

Not applicable

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|-------------|---------------------------------------------------------|

 

The Annual Meeting of Stockholders of the Company was held on January 28, 2008 and the following matters were voted upon:

 

Proposal I – Election of Directors for terms to expire in 2011

 

|                          |   | For       |   | Withheld |   |   |
|-------------------------------|--------|-----------|--------|----------|--------|--------|
| Joan K. Geary                 |   | 1,275,748 |   | 94,835   |   |   |
| Robert R. Semptimphelter, Sr. |   | 1,287,982 |   | 82,601   |   |   |

 

 

Proposal II – Ratification of Appointment of Accountants for the fiscal year ended September 30, 2008

 

|   |   | For       |   | Against |   | Abstain |   |   |
|--------|--------|-----------|--------|---------|--------|---------|--------|--------|
|   |   | 1,335,243 |   | 2,900   |   | 32,440  |   |   |

 

There were no broker non-votes on proposals I or II.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

 

|   | (a) | Not applicable |
|--------|-----|----------------|

|   | (b) | Not applicable |
|--------|-----|----------------|

 

15

 

 

----

**ITEM 6.**           **EXHIBITS**

 

|   | List of Exhibits: |
|--------|-------------------|

 

| 3.1  | Certificate of Incorporation*                                                                  |
|------|------------------------------------------------------------------------------------------------|
| 3.2  | Bylaws**                                                                                       |
| 4.0  | Form of Stock Certificate***                                                                   |
| 10.1 | Directors’ Consultation and Retirement Plan                                              |
| 10.2 | Stock Option Plan****                                                                          |
| 10.3 | Restricted Stock Plan****                                                                      |
| 10.4 | Employment Agreement between Janice A. Summers and Roebling Bank***                            |
| 10.5 | Employment Agreement between Frank J. Travea, III and Roebling Bank***                         |
| 10.6 | Roebling Financial Corp, Inc. 2006 Stock Option Plan*****                                      |
| 10.7 | Roebling Bank 2006 Restricted Stock Plan*****                                                  |
| 10.8 | Directors Change in Control Severance Plan                                                     |
| 31   | Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer |
| 32   | Section 1350 Certification                                                                     |

 

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

 

 

 

16

 

 

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**ROEBLING FINANCIAL CORP, INC.**

 

**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

|                                          |   | **ROEBLING FINANCIAL CORP, INC.** |
|-----------------------------------------------|--------|-----------------------------------|
|  

 

Date:  May 14, 2008 |   |  

 

By:               |  

 

/s/ Frank J. Travea, III |
|                                          |   |                              | Frank J. Travea, III

President and Chief Executive Officer

(Principal Executive Officer) |
|  

 

Date:  May 14, 2008 |   |  

 

By:               |  

 

/s/ Janice A. Summers |
|                                          |   |                              | Janice A. Summers

Senior Vice President, Chief Operating Officer and Chief Financial Officer

(Principal Financial and Accounting Officer) |

 

 

 

 

17