**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 endedDecember 31, 2007

 

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: January 28,            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 DECEMBER 31, 2007**

 

**INDEX**

 

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

**Number** |
| **PART I – FINANCIAL INFORMATION OF ROEBLING                            FINANCIAL CORP, INC.** |   |   |
| Item 1                                                                                               |   | Consolidated Financial Statements and Notes                            Thereto |   | 1 – 7 |
| Item 2.                                                                                              |   | Management’s Discussion and Analysis of                            Financial

Condition and Results of Operations |   |  

8– 10 |
| Item 3.                                                                                              |   | Controls and Procedures |   | 11 |
|                                                                                                 |   |   |
| **PART II - OTHER INFORMATION**                                                                      |   |   |
|                                                                                                 |   |   |   |   |
| Item 1.                                                                                              |   | Legal Proceedings |   | 12 |
| Item 2.                                                                                              |   | Unregistered Sales of Equity Securities and Use of                            Proceeds |   | 12 |
| Item 3.                                                                                              |   | Defaults upon Senior Securities |   | 12 |
| Item 4.                                                                                              |   | Submission of Matters to a Vote of Security                            Holders |   | 12 |
| Item 5.                                                                                              |   | Other Information |   | 12 |
| Item 6.                                                                                              |   | Exhibits |   | 12 – 13 |
|                                                                                                 |   |   |
| **SIGNATURES**                                                                                       |   | 14 |
|                                                                                                      |  |  |  |  |  |  |

             

             

             

 

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

(Unaudited)

 

(In            thousands, except share data)

 

|                                                                                             |   | December 31, |    |   |   | September 30, |   |
|--------------------------------------------------------------------------------------------------|--------|--------------|---------|--------|--------|---------------|--------|
|                                                                                             |   | 2007         |    |   |   | 2007          |   |
| **Assets**                                                                                       |   |         |    |   |   |          |   |   |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| Cash and due from banks                                                                          |   | $            | 2,137   |   |   |          | $      | 2,583 |   |
| Interest-bearing deposits                                                                        |   |         | 453     |   |   |          |   | 877 |   |
| Total cash and cash equivalents                                                                  |   |         | 2,590   |   |   |          |   | 3,460 |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| Securities available for sale                                                                    |   |         | 36,199  |   |   |          |   | 34,657 |   |
| Securities held to maturity                                                                      |   |         | 227     |   |   |          |   | 242 |   |
| Loans receivable, net                                                                            |   |         | 107,062 |   |   |          |   | 102,772 |   |
| Accrued interest receivable                                                                      |   |         | 727     |   |   |          |   | 766 |   |
| Federal Home Loan Bank of New York stock, at                            cost                     |   |         | 555     |   |   |          |   | 596 |   |
| Premises and equipment                                                                           |   |         | 3,551   |   |   |          |   | 3,612 |   |
| Other assets                                                                                     |   |         | 698     |   |   |          |   | 903 |   |
| Total assets                                                                                     |   | $            | 151,609 |   |   |          | $      | 147,008 |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| **Liabilities and Stockholders' Equity**                                                         |   |         |    |   |   |          |   |   |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| **Liabilities**                                                                                  |   |         |    |   |   |          |   |   |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| Deposits                                                                                         |   | $            | 124,671 |   |   |          | $      | 119,208 |   |
| Borrowed funds                                                                                   |   |         | 8,600   |   |   |          |   | 9,500 |   |
| Advances from borrowers for taxes and                            insurance                       |   |         | 424     |   |   |          |   | 429 |   |
| Other liabilities                                                                                |   |         | 1,024   |   |   |          |   | 1,163 |   |
| Total liabilities                                                                                |   |         | 134,719 |   |   |          |   | 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                                                                       |   |         | 10,433  |   |   |          |   | 10,429 |   |
| Unallocated employee stock ownership plan                            shares                      |   |         | (524    | )      |   |          |   | (543 | ) |
| Unallocated restricted stock plan shares                                                         |   |         | (113    | )      |   |          |   | (132 | ) |
| Stock purchased for deferred compensation                            plan                        |   |         | (151    | )      |   |          |   | (151 | ) |
| Retained earnings - substantially restricted                                                     |   |         | 6,922   |   |   |          |   | 6,990 |   |
| Accumulated other comprehensive income                            (loss):                        |   |         |    |   |   |          |   |   |   |
| Unrealized gain (loss) on securities available for sale,                            net of tax   |   |         | 193     |   |   |          |   | (15 | ) |
| Defined benefit plan, net of tax                                                                 |   |         | (42     | )      |   |          |   | (42 | ) |
| Total stockholders' equity                                                                       |   |         | 16,890  |   |   |          |   | 16,708 |   |
|                                                                                             |   |         |    |   |   |          |   |   |   |
| Total liabilities and stockholders' equity                                                       |   | $            | 151,609 |   |   |          | $      | 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 EndedDecember 31, |   |
|-----------------------------------------------------------------------------------------|--------|----------------------------------------|--------|
|                                                                                    |   | 2007                                   |   |   | 2006 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Interest income:                                                                        |   |                                   |   |   |   |   |   |   |
| Loans receivable                                                                        |   | $                                      | 1,771  |   |   | $ | 1,628 |   |
| Securities                                                                              |   |                                   | 424    |   |   |   | 282 |   |
| Other interest-earning assets                                                           |   |                                   | 27     |   |   |   | 23 |   |
| Total interest income                                                                   |   |                                   | 2,222  |   |   |   | 1,933 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Interest expense:                                                                       |   |                                   |   |   |   |   |   |   |
| Deposits                                                                                |   |                                   | 980    |   |   |   | 709 |   |
| Borrowed funds                                                                          |   |                                   | 73     |   |   |   | 82 |   |
| Total interest expense                                                                  |   |                                   | 1,053  |   |   |   | 791 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Net interest income before provision for loan                            losses         |   |                                   | 1,169  |   |   |   | 1,142 |   |
| Provision for loan losses                                                               |   |                                   | 22     |   |   |   | 22 |   |
| Net interest income after provision for loan                            losses          |   |                                   | 1,147  |   |   |   | 1,120 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Non-interest income:                                                                    |   |                                   |   |   |   |   |   |   |
| Loan fees                                                                               |   |                                   | 17     |   |   |   | 24 |   |
| Account servicing and other                                                             |   |                                   | 118    |   |   |   | 113 |   |
| Gain on sale of loans                                                                   |   |                                   | 1      |   |   |   | — |   |
| Total non-interest income                                                               |   |                                   | 136    |   |   |   | 137 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Non-interest expense:                                                                   |   |                                   |   |   |   |   |   |   |
| Compensation and benefits                                                               |   |                                   | 612    |   |   |   | 614 |   |
| Occupancy and equipment                                                                 |   |                                   | 163    |   |   |   | 156 |   |
| Service bureau and data processing                                                      |   |                                   | 119    |   |   |   | 111 |   |
| Federal insurance premiums                                                              |   |                                   | 22     |   |   |   | 3 |   |
| Other expense                                                                           |   |                                   | 205    |   |   |   | 208 |   |
| Total non-interest expense                                                              |   |                                   | 1,121  |   |   |   | 1,092 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Income before income taxes                                                              |   |                                   | 162    |   |   |   | 165 |   |
| Income taxes                                                                            |   |                                   | 65     |   |   |   | 75 |   |
| Net income                                                                              |   |                                   | 97     |   |   |   | 90 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Other comprehensive income, net of tax:                                                 |   |                                   |   |   |   |   |   |   |
| Unrealized gain on securities available for sale, net of                            tax |   |                                   | 208    |   |   |   | 42 |   |
| Comprehensive income                                                                    |   | $                                      | 305    |   |   | $ | 132 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Earnings per common share:                                                              |   |                                   |   |   |   |   |   |   |
| Basic                                                                                   |   | $                                      | 0.06   |   |   | $ | 0.05 |   |
| Diluted                                                                                 |   | $                                      | 0.06   |   |   | $ | 0.05 |   |
|                                                                                    |   |                                   |   |   |   |   |   |   |
| Weighted average number of shares                            outstanding:               |   |                                   |   |   |   |   |   |   |
| Basic                                                                                   |   |                                   | 1,656  |   |   |   | 1,640 |   |
| Diluted                                                                                 |   |                                   | 1,661  |   |   |   | 1,653 |   |

             

See notes to unaudited consolidated financial statements.

             

2

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’            EQUITY

 

(Unaudited)

 

(In            thousands)

 

|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   | Common       |   |   |    |     |   |   |   | Accumulated   |   |   |   |    |   |
|---------------------------------|--------|--------|---------|--------|------------|--------|---------|--------|-------------|--------|---------|--------|-------------|--------|---------|--------|--------------|--------|--------|---------|----------|--------|--------|--------|---------------|--------|--------|--------|---------|--------|
|                            |   |   |    |   | Additional |   |    |   |        |   |    |   |        |   |    |   | 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 three months |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| ended December 31, 2007         |   |   | — |   |       |   | — |   |        |   | — |   |        |   | — |   |         |   |   | — |     |   |   |   | 97            |   |   |   | — |   |   |   |   | 97 |   |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| Dividends paid on common stock  |   |   | — |   |       |   | — |   |        |   | — |   |        |   | — |   |         |   |   | — |     |   |   |   | (165          | )      |   |   | — |   |   |   |   | (165 | ) |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| Amortization of ESOP shares     |   |   | — |   |       |   | 6       |   |        |   | 19      |   |        |   | — |   |         |   |   | — |     |   |   |   | —       |   |   |   | — |   |   |   |   | 25 |   |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| Change in unrealized loss on    |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| securities available for sale,  |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| net of income taxes             |   |   | — |   |       |   | — |   |        |   | — |   |        |   | — |   |         |   |   | — |     |   |   |   | —       |   |   |   | 208     |   |   |   |   | 208 |   |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| Allocation of RSP shares        |   |   | — |   |       |   | (2      | )      |        |   | — |   |        |   | 19      |   |         |   |   | — |     |   |   |   | —       |   |   |   | — |   |   |   |   | 17 |   |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |
| Balance at December 31, 2007    |   | $      | 172     |   |       | $      | 10,433  |   |        | $      | (524    | )      |        | $      | (113    | )      |         |   | $      | (151    | )        |   |   | $      | 6,922         |   |   | $      | 151     |   |   |   | $ | 16,890 |   |
|                            |   |   |    |   |       |   |    |   |        |   |    |   |        |   |    |   |         |   |   |    |     |   |   |   |          |   |   |   |    |   |   |   |   |   |   |

 

See            notes to unaudited consolidated financial statements.

             

3

 

----

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

(In            Thousands)

 

|                                                                                            |   | For the Three Months EndedDecember 31, |   |
|-------------------------------------------------------------------------------------------------|--------|----------------------------------------|--------|
|                                                                                            |   | 2007                                   |   |   | 2006 |   |
| Cash flows from operating activities:                                                           |   |                                   |   |   |   |   |   |   |
| Net income                                                                                      |   | $                                      | 97     |   |   | $ | 90 |   |
| Adjustments to reconcile net income to cash provided                            by              |   |                                   |   |   |   |   |   |   |
| operating activities:                                                                           |   |                                   |   |   |   |   |   |   |
| Depreciation                                                                                    |   |                                   | 80     |   |   |   | 81 |   |
| Amortization of premiums and discounts, net                                                     |   |                                   | (5     | ) |   |   | (1 | ) |
| Amortization of deferred loan fees and costs,                            net                    |   |                                   | (3     | ) |   |   | (15 | ) |
| Provision for loan losses                                                                       |   |                                   | 22     |   |   |   | 22 |   |
| Originations of loans held for sale, net of                            repayments               |   |                                   | (332   | ) |   |   | (45 | ) |
| Gain on sale of loans                                                                           |   |                                   | (1     | ) |   |   | — |   |
| Proceeds from sale of loans held for sale                                                       |   |                                   | 333    |   |   |   | 45 |   |
| Decrease in other assets                                                                        |   |                                   | 12     |   |   |   | 75 |   |
| Decrease in accrued interest receivable                                                         |   |                                   | 39     |   |   |   | 10 |   |
| Decrease in other liabilities                                                                   |   |                                   | (85    | ) |   |   | (50 | ) |
| Amortization/allocation of ESOP and RSP                                                         |   |                                   | 42     |   |   |   | 40 |   |
| Net cash provided by operating activities                                                       |   |                                   | 199    |   |   |   | 252 |   |
|                                                                                            |   |                                   |   |   |   |   |   |   |
| Cash flows from investing activities:                                                           |   |                                   |   |   |   |   |   |   |
| Purchase of securities available for sale                                                       |   |                                   | (2,235 | ) |   |   | (3,001 | ) |
| Purchase of securities available for sale                                                       |   |                                   | 1,045  |   |   |   | 2,396 |   |
| Proceeds from payments and maturities of securities held                            to maturity |   |                                   | 15     |   |   |   | 80 |   |
| Loan originations, net of principal                            repayments                       |   |                                   | (4,309 | ) |   |   | 1,632 |   |
| Redemption of Federal Home Loan Bank stock                                                      |   |                                   | 41     |   |   |   | 103 |   |
| Purchase of premises and equipment                                                              |   |                                   | (19    | ) |   |   | (52 | ) |
| Net cash (used in) provided by investing                            activities                  |   |                                   | (5,462 | ) |   |   | 1,158 |   |
|                                                                                            |   |                                   |   |   |   |   |   |   |
| Cash flows from financing activities:                                                           |   |                                   |   |   |   |   |   |   |
| Net increase in deposits                                                                        |   |                                   | 5,463  |   |   |   | 4,102 |   |
| Net increase (decrease) in short-term borrowed                            funds                 |   |                                   | 100    |   |   |   | (1,300 | ) |
| Repayment of long-term borrowed funds                                                           |   |                                   | (1,000 | ) |   |   | (1,000 | ) |
| Decrease in advance payments by borrowers for                            taxes                  |   |                                   |   |   |   |   |   |   |
| and insurance                                                                                   |   |                                   | (5     | ) |   |   | (11 | ) |
| Dividends paid                                                                                  |   |                                   | (165   | ) |   |   | (164 | ) |
| Net cash provided by financing activities                                                       |   |                                   | 4,393  |   |   |   | 1,627 |   |
|                                                                                            |   |                                   |   |   |   |   |   |   |
| Net (decrease) increase in cash and cash                            equivalents                 |   |                                   | (870   | ) |   |   | 3,037 |   |
| Cash and cash equivalents at beginning of                            period                     |   |                                   | 3,460  |   |   |   | 3,381 |   |
| Cash and cash equivalents at end of period                                                      |   | $                                      | 2,590  |   |   | $ | 6,418 |   |
|                                                                                            |   |                                   |   |   |   |   |   |   |
| **Supplemental Disclosures of Cash Flow                            Information:**               |   |                                   |   |   |   |   |   |   |
| Cash paid for:                                                                                  |   |                                   |   |   |   |   |   |   |
| Interest on deposits and borrowed funds                                                         |   | $                                      | 1,051  |   |   | $ | 787 |   |
| Income taxes                                                                                    |   |                                   | 12     |   |   |   | 100 |   |

             

See            notes to unaudited consolidated financial statements.

 

4

 

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**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 months ended December 31, 2007, 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 December 31, |      |
|---------------------------------------------------------------------------------------------------------------|--------|---------------------------------|-----------|
|                                                                                                          |   | 2007                            |      |   |   | 2006 |   |
|                                                                                                          |   |                            |      |   |   |   |   |   |   |
| Net income                                                                                                    |   | $                               | 97,094    |   |   |   | $ | 89,947 |   |
|                                                                                                          |   |                            |      |   |   |   |   |   |   |
| Weighted average common sharesoutstanding for computation of basic EPS                                        |   |                            | 1,655,563 |   |   |   |   | 1,640,199 |   |
|                                                                                                          |   |                            |      |   |   |   |   |   |   |
| Common-equivalent shares due to thedilutive effect of stock options and RSP                            awards |   |                            | 5,883     |   |   |   |   | 12,445 |   |
|                                                                                                          |   |                            |      |   |   |   |   |   |   |
| Weighted average common shares forcomputation of diluted EPS                                                  |   |                            | 1,661,446 |   |   |   |   | 1,652,644 |   |
|                                                                                                          |   |                            |      |   |   |   |   |   |   |
| Earnings per common share:                                                                                    |   |                            |      |   |   |   |   |   |   |
| Basic                                                                                                         |   | $                               | .06       |   |   |   | $ | .05 |   |
| Diluted                                                                                                       |   |                            | .06       |   |   |   |   | .05 |   |

 

**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            authorize the issuance of up to an additional 77,670 and 91,076 shares, respectively,            of common stock by

 

5

 

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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 three months ended December            31, 2007:

 

|                           |   | Number

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

 

The            following table summarizes all options outstanding as of December 31, 2007, all of            which are exercisable:

 

| Weighted Average Number of Shares |   | Exercise Price |   | Weighted Average Remaining Contractual Life |
|-----------------------------------|--------|----------------|--------|---------------------------------------------|
|                              |   |           |   |                                        |   |   |
| 6,214                             |   | $              | 3.595  |                                        | 1.2 | years |
| 54,642                            |   |           | 10.000 |                                        | 8.1 | years |
| 54,800                            |   |           | 12.725 |                                        | 8.7 | years |
|                              |   |           |   |                                        |   |   |
| 115,656                           |   | $              | 10.947 |                                        | 8.0 | 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 months ended December 31, 2007 or            2006 that affected net income or earnings per share during those periods or would            require pro forma disclosures.

 

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 provide 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

 

6

 

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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 vest 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 $22,000 and $18,300 for the three months ended            December 31, 2007 and 2006, respectively.

 

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 $25,600 and $29,000 for the three months ended            December 31, 2007 and 2006, respectively.

 

 

 

7

 

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**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 December 31, 2007, the Company had total assets, deposits and            stockholders’ equity of $151.6 million, $124.7 million and $16.9 million,            respectively. For the three months ended December 31, 2007, the Company reported net            income of $97,000, or $.06 per diluted share, compared to $90,000, or $.05 per diluted            share, for the same period in 2006.

 

**Changes in Financial Condition**

             

Total assets increased by $4.6 million to $151.6 million at December 31,            2007, from $147.0 million at September 30, 2007. This increase is primarily            attributable to a $4.3 million increase in the loans receivable, net, portfolio and a            $1.5 million increase in investment securities, offset by a $900,000 decrease in cash            and cash equivalents. Loans receivable, net increased by 4.2%, to $107.1 million at            December 31, 2007 from $102.8 million at September 30, 2007. The majority of the change            in loans receivable, net was attributable to increases of $1.6 million in construction            and land loans, $1.3 million in commercial real estate loans, $900,000 in one-to-four            family residential loans and $500,000 in home equity 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 $5.5            million, or 4.6%, to $124.7 million at December 31, 2007 from $119.2 million at            September 30, 2007. The increase in deposits is primarily attributable to an increase            in certificate of deposit and money market accounts. Borrowed funds decreased by            $900,000 during the same period, to $8.6 million at December 31, 2007 from $9.5 million            at September 30, 2007. Stockholders’ equity increased $182,000 to $16.9 million            at December 31, 2007 from $16.7 million at September 30, 2007. The increase was            attributable to $97,000 in net income, a $208,000 increase in unrealized gain (loss) on            securities available for sale and $42,000 from the amortization and allocation of ESOP            / RSP shares, offset by dividends paid of $165,000.

             

**Results of Operations**

             

*Net Interest Income.*For the three-months            ended December 31, 2007, the Company reported net interest income before provision for            loan losses of $1,169,000, which represents an increase of $27,000 or 2.4% over the            same period in 2006. The increase in net interest income was the result of an increase            in interest income of $289,000, partially offset by an increase in interest expense of            $262,000. The interest rate spread was 2.55% for the

 

8

 

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three months ended December 31, 2007 compared to 2.94% for the three            months ended December 31, 2006, while the net interest margin was 3.25% for the 2007            period compared to 3.64% for the 2006 period. Reflecting the current rate environment,            the Company’s spread and margin have compressed, as the overall cost of funds            increased by more than the average yield on total interest-earning assets.

             

The average balance of total interest-earning assets for the three            months ended December 31, 2007 increased by $18.6 million compared to the three months            ended December 31, 2006, while the average yield increased slightly, to 6.18% from            6.17%. The increase in total interest income of $289,000 for the three months ended            December 31, 2007 is comprised of an increase in interest income of $143,000 on loans            receivable and an increase of $146,000 in interest income from securities and other            interest-earning assets. Average loan receivable balances increased by $11.5 million            for the three months ended December 31, 2007 compared to the same 2006 period, while            the average yield decreased to 6.63% from 6.83%. For the three months ended December            31, 2007, the average balance of securities and other interest-earning assets increased            by $7.1 million compared to the same 2006 period, while the average yield increased to            4.88% from 4.08%.

 

The average balance of interest-bearing liabilities increased by $18.1            million for the three months ended December 31, 2007 compared to same 2006 period,            while the average cost increased to 3.63% from 3.23%. The increase in total interest            expense of $262,000 for the three months ended December 31, 2007 is comprised of a            $271,000 increase in interest expense on deposits, offset by a $9,000 decrease in            interest expense on borrowings. Average interest-bearing deposit balances increased by            $19.1 million with an increase in the average cost to 3.58% for the three months ended            December 31, 2007, compared to 3.14% for the same 2006 period, while average borrowings            decreased by $1.0 million, with an increase in the average cost to 4.38% from            4.32%.

 

*Provision for Loan Losses.*The provision            for loan losses was $22,000 for the three-month periods ended December 31, 2007 and            December 31, 2006. At December 31, 2007, the allowance for loan losses was $772,000            (.72% of the loan portfolio) compared to $725,000 (.78% of the loan portfolio) at            December 31, 2006. 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 $1,000, to $136,000 for the three months ended December 31, 2007, compared to            $137,000 for the same 2006 period. Loan fees and late charges decreased by $7,000, or            29.2%, while account servicing and other fees increased by $5,000, or 4.4%, compared to            the same 2006 period. The decrease in loan fees is primarily attributable to the            receipt in 2006 of prepayment fees on two loans that paid off, while the increase in            account servicing and other fees is due primarily to higher fees from ATM and debit            card transactions.

             

*Non-interest Expense.*Non-interest expense            increased $29,000, or 2.7%, to $1,121,000 for the three-month period ended December 31,            2007 compared to $1,092,000 for the same period in 2006. The most significant change is            an increase in Federal insurance premiums, which increased by $19,000, to $22,000 for            the three months ended December 31, 2007, from $3,000 for the same 2006 period. The            Federal Deposit Insurance Corporation adopted a new risk-based premium system that            provides for quarterly assessments on insured institutions. We project increased            expenses the rest of the year related to compliance with the Sarbanes-Oxley            Act.

             

*Income Tax Expense.*Income tax expense for            the quarter ended December 31, 2007 was $65,000 compared to $75,000 for the quarter            ended December 31, 2006. The Company’s effective tax rate declined to 40% for the            quarter ended December 31, 2007 from 45% in the prior year due to permanent book / tax            differences.

             

             

9

 

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**Liquidity and Regulatory Capital            Compliance**

 

On December 31, 2007, the Bank was in compliance with its regulatory            capital requirements as follows:

 

| (Dollars in thousands)         |   | Amount |   |   | Percent |
|--------------------------------|--------|--------|--------|--------|---------|
|                           |   |   |   |   |    |   |   |
| Tangible capital               |   | $      | 12,580 |   |    | 8.32 | % |
| Tangible capital requirement   |   |   | 2,269  |   |    | 1.50 | % |
| Excess over requirement        |   | $      | 10,311 |   |    | 6.82 | % |
|                           |   |   |   |   |    |   |   |
| Core capital                   |   | $      | 12,580 |   |    | 8.32 | % |
| Core capital requirement       |   |   | 6,052  |   |    | 4.00 | % |
| Excess over requirement        |   | $      | 6,528  |   |    | 4.32 | % |
|                           |   |   |   |   |    |   |   |
| Risk-based capital             |   | $      | 13,358 |   |    | 13.68 | % |
| Risk-based capital requirement |   |   | 7,809  |   |    | 8.00 | % |
| Excess over requirement        |   | $      | 5,549  |   |    | 5.68 | % |

 

The Company anticipates that it will have sufficient funds available to            meet its current commitments. As of December 31, 2007, the Bank had outstanding            commitments to fund loans of $5.1 million, commitments on unused lines of credit of            $12.8 million, undisbursed construction loans of $5.8 million and $226,000 in            outstanding letters of credit. Certificates of deposit scheduled to mature in one year            or less as of December 31, 2007, totaled $56.7 million. Based on historical deposit            withdrawals and outflows, and on internal monthly deposit reports monitored by            management, management believes that a majority of such deposits will remain with the            Company.

 

**Additional Key Operating Ratios**

 

|                                       |   |   | At or for the Three Months

Ended December 31, |
|--------------------------------------------|--------|--------|------------------------------------------------|
|                                       |   |   | 2007 (1)                                       |   | 2006 (1) |
| Earnings per common share (2):             |   |   |                                           |   |   |   |   |   |   |
| Basic                                      |   |   | $                                              | 0.06 |   |   | $ | 0.05 |   |
| Diluted                                    |   |   | $                                              | 0.06 |   |   | $ | 0.05 |   |
| Return on average assets (1)               |   |   |                                           | .26 | % |   |   | .27 | % |
| Return on average equity (1)               |   |   |                                           | 2.32 | % |   |   | 2.19 | % |
| Interest rate spread (1)                   |   |   |                                           | 2.55 | % |   |   | 2.94 | % |
| Net interest margin (1)                    |   |   |                                           | 3.25 | % |   |   | 3.64 | % |
| Non-interest expense to average assets (1) |   |   |                                           | 3.00 | % |   |   | 3.33 | % |
| Non-performing assets to total assets      |   |   |                                           | .34 | % |   |   | .30 | % |
| Non-performing loans to total loans        |   |   |                                           | .40 | % |   |   | .43 | % |
|                                       |   |   |                                           |   |   |   |   |   |   |
|                                       |   |   | At December 31,                                |
|                                       |   |   | 2007                                           |   | 2006 |
|                                       |   |   |                                           |   |   |   |   |   |   |
| Book value per share (3)                   |   |   |                                           | $9.83 |   |   |   | $9.59 |   |

 

___________

| (1) | The ratios for the three-month periods presented are                            annualized. |
|-----|---------------------------------------------------------------------------------------------|

| (2) | The average number of shares outstanding during the                            three months ended December 31, 2007, was 1,655,563 basic and 1,661,446                            diluted. The average number of shares outstanding during the three                            months ended December 31, 2006, was 1,640,199 basic and 1,652,644                            diluted. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | There were 1,718,473 shares outstanding as of December                            31, 2007 and 1,712,259 shares outstanding as of December 31,                            2006. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

 

10

 

----

**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.

 

11

 

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**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** |
|-------------|------------------------------------------------------------------------------------|

 

Not applicable

 

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

 

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

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

             

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

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

 

 

| 3.1  | Certificate of Incorporation*                                                                                             |
|------|---------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Bylaws**                                                                                                                  |
| 4.0  | Form of Stock Certificate***                                                                                              |
| 10.1 | Directors’ 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*****                                                                             |
| 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.        |

 

 

12

 

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| ***   | 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. |

 

 

13

 

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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:  January 29, 2008 |   |  

                             

By: |  

                             

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

President and Chief Executive Officer

(Principal Executive Officer) |
|  

                             

Date:  January 29, 2008 |   |  

                             

By: |  

                             

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

Senior Vice President, Chief Operating Officer and Chief                            Financial Officer

(Principal Financial and Accounting Officer) |

 

 

 

14