SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report pursuant to section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the fiscal year ended September 30, 2000
------------------
OR
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to .
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Commission File No. 0-29257
Roebling Financial Corp, Inc.
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(Name of Small Business Issuer in Its Charter)
United States 22-3709698
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Route 130 and Delaware Avenue, Roebling New Jersey 08554
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(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (609) 499-0355
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Securities registered under to Section 12(b) of the Exchange Act: None
------
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock, par value $0.10 per share
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(Title of Class)
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $4,443,997
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, based on the average bid and asked
price of the registrant's Common Stock on the Nasdaq Smallcap Market at December
11, 2000, was $2.5 million.
As of December 11, 2000, there were issued and outstanding 425,500
shares of the registrant's Common Stock.
Transition Small Business Disclosure Format (check one): YES NO X
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the Fiscal Year ended
September 30, 2000. (Part II)
2. Portions of the Proxy Statement for the Annual Meeting of Stockholders for
the Fiscal Year ended September 30, 2000. (Part III)
<PAGE>
PART I
Item 1. Description of Business
--------------------------------
Roebling Financial Corp, Inc. (the "Company" or "Registrant") may from
time to time make written or oral "forward-looking statements," including
statements contained in the Company's filings with the Securities and Exchange
Commission (including this Annual Report on Form 10-KSB and the exhibits
thereto), in its reports to Stockholders and in other communications by the
Company, which are made in good faith by the Company pursuant to the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties, such
as statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate, market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes; acquisitions; changes in consumer spending
and savings habits; and the success of the Company at managing the risks
involved in the foregoing.
The Company cautions that the foregoing list of important factors is
not exclusive. The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the company.
General
On January 31, 2000, Roebling Bank completed its reorganization and
formed the Company as a stock holding company parent of the Bank. The former
holders of the common stock of the Bank became stockholders of the Company and
each outstanding share of common stock of the Bank was converted into shares of
common stock of the Company on a one-for-one basis. The Company is majority
owned by Roebling Financial Corp., MHC.(the "Mutual Holding Company"). The
mutual holding company is owned and controlled by the Bank's depositors and
conducts no significant business of its own other than holding a majority of the
Company's common stock.
The Company conducts no significant business or operations of its own
other than holding all of the outstanding stock of the Bank. References to the
Company or Registrant generally refer to the consolidated entity which includes
the main operating company, the Bank, unless the context indicates otherwise.
The Bank, a federally chartered stock savings bank, has three offices,
two located in Roebling and one located in New Egypt, New Jersey. From these
locations, the Bank primarily serves the towns of
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Roebling, Florence Township and New Egypt. The Bank's secondary market includes
Burlington City, Cream Ridge, Wrightstown, Bordentown City and Springfield,
Mansfield, Bordentown, Plumsted, New Hanover and North Hanover Townships.
Competition
The competition for deposits comes from other insured financial
institutions such as commercial banks, thrift institutions (including savings
banks), credit unions and multi-state regional banks in the Bank's market areas.
Competition for funds also includes a number of insurance products sold by local
agents and investment products such as mutual funds and other securities sold by
local and regional brokers. The Bank maintains and attracts customers by
offering competitive interest rates and a high level of personal service.
Lending Activities
The following table sets forth information concerning the composition
of the Registrant's loan portfolio in dollar amounts and in percentages of the
total loan portfolio as of the dates indicated.
At September 30,
-----------------------------------
2000 1999
--------------- -----------------
$ % $ %
------- ------ ------- ------
(Dollars in thousands)
Type of Loans:
-------------
Real Estate:
1-4 family............................ $20,998 50.38% $19,036 52.31%
Construction.......................... 2,186 5.24 755 2.07
Commercial ........................... 2,634 6.32 2,580 7.09
------- ------ ------- ------
Total real estate loans............. 25,818 61.94 22,371 61.47
------- ------ ------- ------
Consumer and commercial loans:
Home equity........................... 14,837 35.60 13,234 36.36
Savings account....................... 135 .32 93 .26
Automobile............................ 193 .46 238 .65
Other................................. 699 1.68 459 1.26
------- ------ ------- ------
Total consumer loans.................... 15,864 38.06 14,024 38.53
------- ------ ------- ------
Total loans............................. 41,682 100.00% 36,395 100.00%
------- ====== ------- ======
Less:
Loans in process...................... 962 508
Net deferred loan origination costs... (55) (33)
Allowance for loan losses............. 229 175
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Total loans, net...................... $40,546 $35,745
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Loan Maturity Table. The following table sets forth the maturity of the
Registrant's loan portfolio at September 30, 2000. The table does not include
prepayments or scheduled principal repayments. All mortgage loans are shown as
maturing based on contractual maturities.
Due after
Due within 1 through Due after
1 year 5 years 5 years Total
------ ------- ------- -----
(In Thousands)
1 - 4 family real estate.......... $1,044 $ 711 $19,243 $20,998
Construction...................... 1,013 136 75 1,224
Commercial real estate............ 623 240 1,771 2,634
Home equity ...................... 234 3,313 11,290 14,837
Other consumer and commercial .... 110 781 136 1,027
------ ------ ------- -------
Total............................. $3,024 $5,181 $32,515 $40,720
====== ====== ======= =======
The following table sets forth as of September 30, 2000 the dollar
amount of all loans due after September 30, 2001, which have fixed interest
rates and floating or adjustable interest rates.
Floating or
Fixed Rates Adjustable Rates Total
----------- ---------------- -------
(In Thousands)
1 - 4 family real estate............. $ 9,080 $10,874 $19,954
Construction......................... 136 75 211
Commercial real estate............... 693 1,318 2,011
Home equity ......................... 8,982 5,621 14,603
Other consumer and commercial........ 917 - 917
------- ------- -------
Total............................ $19,808 $17,888 $37,696
======= ======= =======
1 - 4 Family Mortgage Loans. The Registrant offers first mortgage loans
secured by one- to four- family residences in its primary lending area.
Typically, such residences are single family homes that serve as the primary
residence of the owner. The Registrant currently offers fixed-rate mortgage
loans with terms up to 30 years as well as 1 and 3/1 adjustable-rate mortgage
("ARM") loans with terms up to 30 years. 3/1 ARMS have a rate which is fixed for
the first three years, then adjust annually thereafter. ARM loans are qualified
at the fully indexed mortgage rate as of the date of the commitment. The
Registrant offers ARM loans in an effort to make its assets more interest rate
sensitive. Interest rates charged on fixed-rate loans are competitively priced
based on the local market. The Registrant also offers balloon mortgage loans
with maturities of one to five years on non-owner occupied one- to four-family
residences. Renewal of balloon mortgage loans is based on the credit history as
well as the current qualification of the borrower at the time of renewal. Loan
origination fees on loans are generally 0% to 3% of the loan amount depending on
the market rate and customer demand.
The Registrant retains adjustable and certain fixed-rate loans in its
portfolio and sells qualifying fixed-rate loans to the Federal National Mortgage
Association ("FNMA") and retains the servicing rights. Generally, fixed-rate
loans have a 15 to 30 year term. Non-conforming, fixed-rate loans are both
retained in the Registrant's portfolio and sold in the secondary market to
private entities, servicing released. At September 30, 2000, there were no 1 - 4
family loans held for sale. See also, "-- Loan Servicing and Sales."
Construction Lending. The Registrant also originates residential
construction loans. Construction loans are classified as either residential or
speculative real estate loans at the time of origination, depending
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on whether a buyer is under contract of sale. The Registrant's construction
lending activities generally are limited to its primary market area.
Construction loans are made to local individuals for the purpose of
constructing their primarily single-family residence and real estate builders
and developers for the purpose of constructing primarily single-family
residential developments.
Upon application, credit review and analysis of personal and corporate
financial statements, the Registrant will grant local builders lines of credit
up to designated amounts. These credit lines may be used for the purpose of
construction of speculative (or unsold) residential properties. In some
instances, lines of credit will also be granted for purposes of acquiring
finished lots and developing speculative residential properties thereon. Once
approved for a construction line, a developer must submit, on a regular basis,
reports regarding work performed in order to reutilize the line of credit and
the Registrant also inspects construction projects on a regular basis. At
September 30, 2000, the Registrant had no speculative residential construction
loans.
The Registrant's construction loans generally have maturities of 6 to
12 months, with payments being made monthly on an interest-only basis.
Speculative residential construction loan rates adjust monthly based on the
prime rate plus a margin of 1.0% to 2.0%, while owner-occupied residential
construction loan rates tend to be fixed. Residential and speculative real
estate construction loans are generally made with maximum loan-to-value ratios
of 80% and 70%, respectively.
Construction lending is generally considered to involve a higher level
of risk as compared to single- family residential lending, due to the
concentration of principal in a limited number of loans and borrowers and the
effects of general economic conditions on developers and builders. Moreover, a
construction loan can involve additional risks because of the inherent
difficulty in estimating both a property's value at completion of the project
and the estimated cost (including interest) of the project. The nature of these
loans is such that they are generally more difficult to evaluate and monitor. In
addition, speculative construction loans to a builder are not necessarily
pre-sold and thus pose a greater potential risk to the Registrant than
construction loans to individuals on their personal residences.
Commercial Loans and Services. The Registrant's commercial real estate
loans are permanent loans secured by improved property such as office buildings,
churches, small business facilities and other non-residential buildings in its
primary market area. Interest rates on commercial loans are slightly higher than
those offered on residential loans. Commercial real estate loans are generally
originated in amounts of up to 70% of the appraised value of the mortgaged
property. The commercial real estate loans in the Registrant's portfolio
generally consist of balloon or ARM loans which were originated at prevailing
market rates.
The Registrant's commercial business lending policy emphasizes (1)
credit file documentation, (2) analysis of the borrower's character, (3)
analysis of the borrower's capacity to repay the loan (including review of
annual financial statements), (4) adequacy of the borrower's capital and
collateral, and (5) evaluation of the industry conditions affecting the
borrower. Analysis of the borrower's past, present and future cash flows is also
an important aspect of the Registrant's credit analysis.
Unlike residential mortgage loans, which generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income and which are secured by real property with a value that tends to
be more easily ascertainable, commercial business loans typically are made on
the basis of the borrower's ability to make repayment from the cash flow of the
borrower's business. As
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<PAGE>
a result, the availability of funds for the repayment of commercial business
loans may be substantially dependent on the success of the business itself
(which is likely to be dependent upon the general economic environment). The
Registrant's commercial business loans are sometimes, but not always, secured by
business assets, such as accounts receivable, equipment and inventory, as well
as real estate. However, the collateral securing the loans may depreciate over
time, may be difficult to appraise, and may fluctuate in value based on the
success of the business.
Consumer Loans. The Registrant originates home equity loans secured by
single-family residences. These loans are made only on owner-occupied,
single-family residences and generally are originated as fixed-rate loans with
terms of one to fifteen years or variable rate lines of credit. The loans are
generally subject to an 80% or 75% combined loan-to-value limitation,
respectively, including any other outstanding mortgages or liens. The
Registrant's remaining consumer loans consist primarily of new and used mobile
home loans, new and used automobile loans, account loans and unsecured personal
loans.
The Registrant also offers high loan-to-value fixed-rate and non-owner
occupied fixed-rate equity loans. Such loans are generally subject to loan to
value limitations of 90% and 70%, respectively, including any other outstanding
mortgages or liens. These loans are for terms of one to seven years. The
Registrant will generally not take a position lower than a second lien.
Due to the type and nature of the collateral and, in some cases the
absence of collateral, consumer lending generally involves more credit risk
compared to one- to four-family residential lending. Consumer lending
collections are typically dependent on the borrower's continuing financial
stability, and thus, are more likely to be adversely affected by job loss,
divorce, illness and personal bankruptcy. Generally, collateral for consumer
loans depreciates rapidly and often does not provide an adequate source of
repayment of the outstanding loan balance. The Registrant attempts to limit its
exposure in consumer lending by emphasizing home equity loans with the Board
determining loan-to-value ratios.
Loan Originations and Approval Authority. Loan originations are
generally obtained from existing customers, members of the local community, and
referrals from real estate brokers, lawyers, accountants, and current and past
customers within the Registrant's lending area.
Upon receipt of any loan application from a prospective borrower, a
credit report and verifications are ordered to confirm specific information
relating to the loan applicant's employment, income and credit standing. An
appraisal or valuation determination, subject to regulatory requirements, of the
real estate intended to secure the proposed loan is undertaken. The President
has lending authority to make mortgage loans, secured commercial and unsecured
loans of up to $200,000, $100,000 and $5,000, respectively, while the Bank's
Chief Operating Officer, Commercial Loan Officer and Loan Officer have lesser
lending authorities to make secured and unsecured loans. A Loan Officer
Committee of management has the authority to make secured loans up to $300,000.
All other loans must be approved by the Board of Directors. All loans originated
or purchased are underwritten by a lending officer, subject to the loan
underwriting policies as approved by the Board of Directors. All purchased and
originated loans are approved or ratified by the Board of Directors.
Loan applicants are promptly notified of the decision of the
Registrant, setting forth the terms and conditions of the decision. If approved,
these terms and conditions include the amount of the loan, interest rate basis,
amortization term, a brief description of the real estate to be mortgaged to the
Registrant, and the notice requirement of insurance coverage to be maintained to
protect the Registrant's interest. The Registrant requires title insurance or a
title opinion on first mortgage loans and fire and casualty insurance on all
properties securing loans, which insurance must be maintained during the entire
term of the loan.
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<PAGE>
The Registrant also requires flood insurance, if appropriate, in order to
protect the Registrant's interest in the security property. Mortgage loans
originated and purchased by the Registrant in its portfolio generally include
due-on-sale clauses that provide the Registrant with the contractual right to
deem the loan immediately due and payable in the event that the borrower
transfers ownership of the property without the Registrant's consent.
Loan Servicing and Sales. The Registrant services the loans it
originates for its loan portfolio. Loan servicing includes collecting and
remitting loan payments, accounting for principal and interest, making
inspections as required of mortgaged premises, contacting delinquent mortgagors,
supervising foreclosures and property dispositions in the event of unremedied
defaults, and generally administering the loans. Funds that have been escrowed
by borrowers for the payment of mortgage-related expenses, such as property
taxes and hazard and mortgage insurance premiums, are maintained in escrow
accounts at the Bank.
The Registrant generally underwrites fixed-rate one- to four-family
mortgage loans pursuant to Federal National Mortgage Association ("FNMA")
guidelines to facilitate sale in the secondary market. Fixed-rate mortgage loans
are generally sold with servicing retained. Non-conforming, fixed-rate loans are
generally sold in the secondary market to private entities, with servicing
released. During the year ended September 30, 2000, the Registrant sold $719,000
of fixed-rate 1 - 4 family mortgage loans. The Registrant recognized loan
servicing fees of $41,000 for the year ended September 30, 2000. As of September
30, 2000, loans serviced for others totaled $15.5 million.
Loan Commitments. The Registrant issues written commitments to
prospective borrowers on all approved mortgage loans which generally expire
within 30 days of the date of issuance. The Registrant charges one point to lock
in mortgage rates. In some instances, after a review of the rate, terms, and
circumstances, commitments may be renewed or extended up to 60 days. At
September 30, 2000, the Registrant had $125,000 of outstanding commitments to
fund loans and $3.9 million of unused home equity lines of credit.
Loans to One Borrower. Savings Association Insurance Fund ("SAIF")
insured savings bank are subject to certain lending limitations to a single
borrower or group of borrowers. Under current law, the Registrant's lending
limits equals an amount equal to 15% of unimpaired capital and unimpaired
surplus on an unsecured basis and an additional amount equal to 10% of
unimpaired capital and unimpaired surplus if the loan is secured by readily
marketable collateral (generally financial instruments, not real estate) or
$500,000, whichever is greater. The Registrant's maximum loan to one borrower
limit was approximately $800,000 at September 30, 2000.
Non-Performing and Problem Assets
Loan Delinquencies. The Registrant's collection procedures provide that
when a loan is 30 days past due, a delinquent notice is sent to the borrower and
a late charge is imposed in accordance with the mortgage. If the payment is
still delinquent after approximately 60 days, the borrower will receive a notice
of default establishing a date by which the borrower must bring the account
current or foreclosure proceedings will be instituted. Written notices are
supplemented with telephone calls to the borrower. Late charges are also imposed
in accordance with the mortgage. If the loan continues in a delinquent status
for 90 days and no repayment plan is in effect, the account is turned over to an
attorney for collection or foreclosure and the borrower is notified when
foreclosure has been commenced.
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Loans are reviewed on a monthly basis and are placed on non-accrual
status when considered doubtful of collection by management. Generally, loans
past due 90 days or more as to principal or interest which, in the opinion of
management, are not adequately secured to insure the collection of the entire
outstanding balance of the loan including accrued interest are placed on
non-accrual status. Interest accrued and unpaid over 90 days delinquent at the
time a loan is placed on non-accrual status is charged against interest income.
Non-Performing Assets. The following table sets forth information
regarding non-accrual loans and real estate owned, as of the dates indicated.
The Registrant has no loans categorized as troubled debt restructurings within
the meaning of the Statement of Financial Accounting Standards ("SFAS") 15 and
no impaired loans within the meaning of SFAS 114, as amended by SFAS 118.
Interest income that would have been recorded on loans accounted for on a
non-accrual basis under the original terms of such loans was not material for
the year ended September 30, 2000.
At September 30,
----------------
2000 1999
----- -----
(Dollars in thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
1-4 family residential real estate...................... $ 155 $ 417
Construction and commercial real estate................. - -
Non-mortgage loans:
Home equity............................................. - 8
Other consumer.......................................... - -
----- -----
Total non-accrual loans................................... $ 155 $ 425
===== =====
Accruing loans which are contractually past due
90 days or more:
Mortgage loans:
1-4 family residential real estate...................... $ 74 $ -
Construction and commercial real estate................. - -
Non-mortgage loans:
Home equity............................................. - -
Other consumer.......................................... - -
----- -----
Total accruing loans which are contractually past due
90 days or more......................................... $ 74 -
===== =====
Total non-accrual and accruing past due loans............. $ 229 $ 425
===== =====
Real estate owned......................................... $ 44 $ 210
===== =====
Total non-performing assets............................... $ 273 $ 635
==== =====
Total non-accrual loans to net loans...................... 0.38% 1.19%
===== =====
Total non-accrual and accrual loans to total assets....... 0.38% 0.73%
===== =====
Total non-performing assets to total assets............... 0.45% 1.09%
===== =====
Classified Assets. Office of Thrift Supervision ("OTS") regulations
provide for a classification system for problem assets of insured institutions.
Under this classification system, problem assets of insured institutions are
classified as "substandard," "doubtful," or "loss." An asset is considered
substandard if it is inadequately protected by the current equity and paying
capacity of the obligor or of
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the collateral pledged, if any. Substandard assets include those characterized
by the "distinct possibility" that the insured institution will sustain "some
loss" if the deficiencies are not corrected. Assets classified as doubtful have
all of the weaknesses inherent in those classified as substandard, with the
added characteristic that the weaknesses present make "collection or liquidation
in full," on the basis of currently existing facts, conditions, and values,
"highly questionable and improbable." Assets classified as loss are those
considered "uncollectible" and of such little value that their continuance as
assets without the establishment of a specific loss reserve is not warranted.
Assets may be designated "special mention" because of a potential weakness that
does not currently warrant classification.
When an insured institution classifies problem assets as either
substandard or doubtful, it may establish general allowances for loan losses in
an amount deemed prudent by management. General allowances represent loss
allowances which have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances, have not been
allocated to particular problem assets. When an insured institution classifies
problem assets as loss, it is required either to establish a specific allowance
equal to 100% of that portion of the asset so classified or to charge off such
amount. An institution's determination as to the classification of its assets
and the amount of its valuation allowances is subject to review by the OTS,
which may order the establishment of additional general or specific loss
allowances. A portion of general loss allowances established to cover possible
losses related to assets classified as substandard or doubtful or to cover risks
of lending in general may be included as part of an institution's regulatory
capital, while specific allowances generally do not qualify as regulatory
capital.
The following table sets forth the Registrant's classified assets in
accordance with its classification system:
At September 30, 2000
---------------------
(In Thousands)
Special Mention.................. $ 292
Substandard...................... 211
Doubtful......................... -
Loss............................. -
-----
Total............................ $ 503
=====
Allowances for Loan Losses. A provision for loan losses is charged to
operations based on management's evaluation of the losses that may be incurred
in the Registrant's loan portfolio. Such evaluation, which includes a review of
all loans of which full collectibility of interest and principal may not be
reasonably assured, considers the Registrant's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral, any
existing guarantees, past performance of the loan, available documentation for
the loan, legal impediments to collection, financial condition of the borrower,
and current economic conditions.
Management will continue to review the entire loan portfolio to
determine the extent, if any, to which further additional loss provisions may be
deemed necessary. There can be no assurance that the allowance for losses will
be adequate to cover losses which may in fact be realized in the future and that
additional provisions for losses will not be required.
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The following table sets forth information with respect to the
Registrant's allowance for loan losses at the dates indicated:
<TABLE>
<CAPTION>
Year Ended
September 30,
--------------------------
2000 1999
------ ------
(Dollars in thousands)
<S> <C> <C> <C>
Total loans outstanding(1)............................................... $40,775 $35,920
======= =======
Average loans outstanding................................................ $39,526 $31,818
======= =======
Allowance balances (at beginning of period).............................. 175 279
Provisions............................................................... 47 21
Charge offs:
1-4 family............................................................. 1 122
Commercial real estate................................................. - -
Consumer............................................................... - 6
Recoveries:
1-4 family............................................................. 8 -
Consumer............................................................... - 3
------- -------
Allowance balance (at end of period)..................................... $ 229 $ 175
======= =======
Allowance for loan losses as a percent of total loans outstanding........ 0.56% 0.49%
======= =======
Net loans charged off as a percentage of average loans outstanding....... (.02)% 0.39%
======= =======
</TABLE>
--------------
(1) Excludes allowance for loan losses.
Analysis of the Allowance for Loan Losses
The following table sets forth the allocation of the allowance by
category, which management believes can be allocated only on an approximate
basis. The allocation of the allowance to each category is not necessarily
indicative of future loss and does not restrict the use of the allowance to
absorb losses in any category.
<TABLE>
<CAPTION>
At September 30,
---------------------------------------------------------------
2000 1999
------------------------------- ----------------------------
Percent of Loans Percent of Loans
in Each Category in Each Category
Amount to Total Loans Amount to Total Loans
------ -------------- ------ --------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
1-4 family real estate (1)..... $157 85.98% $127 88.67%
Construction................... 12 5.24 2 2.07
Commercial real estate......... 26 6.32 26 7.09
Consumer and commercial........ 13 2.46 7 2.17
Unallocated.................... 21 - 13 -
---- ------ ---- ------
Total........................ $229 100.00% $175 100.00%
==== ====== ==== ======
</TABLE>
----------------------
(1) Includes home equity loans.
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Investment Activities
The Registrant is required under federal regulations to maintain a
minimum amount of liquid assets which may be invested in specified short-term
securities and certain other investments. The level of liquid assets varies
depending upon several factors, including: (i) the yields on investment
alternatives, (ii) management's judgment as to the attractiveness of the yields
then available in relation to other opportunities, (iii) expectation of future
yield levels, and (iv) management's projections as to the short-term demand for
funds to be used in loan origination and other activities. Investment
securities, including mortgage-backed securities, are classified at the time of
purchase, based upon management's intentions and abilities, as securities held
to maturity or securities available for sale. Debt securities acquired with the
intent and ability to hold to maturity are classified as held to maturity and
are stated at cost and adjusted for amortization of premiums and accretion of
discounts, which are computed using the level yield method and recognized as
adjustments of interest income. All other debt securities are classified as
available for sale to serve principally as a source of liquidity.
Current regulatory and accounting guidelines regarding investment
securities (including mortgage - backed securities) require the Registrant to
categorize securities as "held to maturity," "available for sale" or "trading."
As of September 30, 2000, Registrant had securities (including mortgage-backed
securities) classified as "held to maturity" and "available for sale" in the
amount of $13.6 million and $29,000, respectively and had no securities
classified as "trading." Securities classified as "available for sale" are
reported for financial reporting purposes at the fair market value with net
changes in the market value from period to period included as a separate
component of stockholders' equity, net of income taxes. Changes in the market
value of securities available for sale do not affect the Company's income. In
addition, changes in the market value of securities available for sale do not
affect the Bank's regulatory capital requirements or its loan-to-one borrower
limit.
At September 30, 2000, the Registrant's investment portfolio policy
allowed investments in instruments such as: (i) U.S. Treasury obligations, (ii)
U.S. federal agency or federally sponsored agency obligations, (iii) local
municipal obligations, (iv) mortgage-backed securities, (v) banker's
acceptances, (vi) certificates of deposit, and (vii) investment grade corporate
bonds, and commercial paper. The board of directors may authorize additional
investments.
As a source of liquidity and to supplement Registrant's lending
activities, the Registrant has invested in residential mortgage-backed
securities. Mortgage-backed securities can serve as collateral for borrowings
and, through repayments, as a source of liquidity. Mortgage-backed securities
represent a participation interest in a pool of single-family or other type of
mortgages. Principal and interest payments are passed from the mortgage
originators, through intermediaries (generally quasi-governmental agencies) that
pool and repackage the participation interests in the form of securities, to
investors such as the Registrant. The quasi-governmental agencies guarantee the
payment of principal and interest to investors and include the Federal Home Loan
Mortgage Corporation ("FHLMC"), Government National Mortgage Association
("GNMA"), and Federal National Mortgage Association ("FNMA").
Mortgage-backed securities typically are issued with stated principal
amounts. The securities are backed by pools of mortgages that have loans with
interest rates that are within a set range and have varying maturities. The
underlying pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage loans. Mortgage-backed securities are generally referred to as
mortgage participation certificates or pass-through certificates. The interest
rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable rate) and the prepayment risk, are passed on to the certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying
-11-
<PAGE>
mortgages. Expected maturities will differ from contractual maturities due to
scheduled repayments and because borrowers may have the right to call or prepay
obligations with or without prepayment penalties. Mortgage-backed securities
issued by FHLMC, GNMA, and FNMA make up a majority of the pass- through
certificates market.
The Registrant also invests in mortgage-related securities, primarily
collateralized mortgage obligations ("CMOs"), issued or sponsored by GNMA, FNMA,
FHLMC, as well as private issuers. CMOs are a type of debt security that
aggregates pools of mortgages and mortgage-backed securities and creates
different classes of CMO securities with varying maturities and amortization
schedules as well as a residual interest with each class having different risk
characteristics. The cash flows from the underlying collateral are usually
divided into "tranches" or classes whereby tranches have descending priorities
with respect to the distribution of principal and interest repayment of the
underlying mortgages and mortgage- backed securities as opposed to pass through
mortgage-backed securities where cash flows are distributed pro rata to all
security holders. Unlike mortgage-backed securities from which cash flow is
received and prepayment risk is shared pro rata by all securities holders, cash
flows from the mortgages and mortgage- backed securities underlying CMOs are
paid in accordance with a predetermined priority to investors holding various
tranches of such securities or obligations. A particular tranche or class may
carry prepayment risk which may be different from that of the underlying
collateral and other tranches. CMOs attempt to moderate reinvestment risk
associated with conventional mortgage-backed securities resulting from
unexpected prepayment activity. Management believes these securities represent
attractive alternatives relative to other investments due to the wide variety of
maturity, repayment and interest rate options available.
Investment Portfolio. The following table sets forth the carrying value of
the Registrant's investment securities portfolio at the dates indicated.
At September 30,
----------------------
2000 1999
------- -------
(In thousands)
Investment securities held to maturity:
U.S. government and agency securities............ $ 6,538 $ 6,782
Corporate debt instruments (1)................... 1,872 2,875
------- -------
Total investment securities held to maturity....... 8,410 9,657
------- -------
Mortgage-backed securities held to maturity (2).... 5,183 6,294
------- -------
Investment securities available for sale........... 29 24
------- -------
Total investments.................................. $13,622 $15,975
======= =======
---------------------------
(1) Consists of various corporate debt securities with "A" or above investment
grades.
(2) Includes CMO balances of $2,089 and $2,232 at September 30, 2000 and 1999,
respectively.
-12-
<PAGE>
The following table sets forth certain information regarding the
carrying values, weighted average yields and contractual maturities of the
Bank's investment and mortgage-backed securities portfolio at September 30,
2000.
<TABLE>
<CAPTION>
As of September 30, 2000 (1)
---------------------------------------------------------------------------------------------------------
One Year or Less One to Five Years Five to Ten Years More Than Ten Years Total Investment Securities
---------------- ----------------- ----------------- ------------------- ---------------------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average Market
Value Yield Value Yield Value Yield Value Yield Value Yield Value
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment
securities
held to
maturity
U.S. government
and agency
securities....... $ 250 5.33% $4,050 6.16% $1,949 6.09% $ 289 8.36% $ 6,538 6.21% $ 6,392
Corporate
debt
instruments...... 552 5.89 1,320 5.70 - - - - 1,872 5.75 1,845
Mortgage-backed
securities
held to
maturity.......... - - 490 6.35 1,162 6.89 3,531 6.39 5,183 6.50 5,106
----- ------ ------ ------ ------ -------
Total.............. $ 802 5.71% $5,860 6.07% $3,111 6.39% $3,820 6.54% $13,593 6.26% $13,343
===== ====== ====== ====== ======= =======
</TABLE>
(1) The table does not include FNMA stock, which is classified as investment
securities available for sale. See "-- Investment Portfolio."
-13-
<PAGE>
Sources of Funds
General. Deposits are the major external source of the Registrant's
funds for lending and other investment purposes. The Registrant also derives
funds from the amortization and prepayment of loans and mortgage-backed
securities, maturities of investment securities, borrowings, and operations.
Scheduled loan principal repayments are a relatively stable source of funds,
while deposit inflows and outflows and loan prepayments are significantly
influenced by general interest rates and market conditions.
Deposits. Consumer and commercial deposits are attracted principally
from within the Registrant's primary market area through the offering of a
selection of deposit instruments including regular savings accounts, money
market accounts, and term certificate accounts. Deposit account terms vary
according to the minimum balance required, the time period the funds must remain
on deposit, and the interest rate, among other factors. At September 30, 2000,
the Registrant had no brokered accounts.
Jumbo Certificates of Deposit. The following table indicates the amount
of the Registrant's certificates of deposit of $100,000 or more by time
remaining until maturity as of September 30, 2000.
Jumbo
Certificates
Maturity Period of Deposit
--------------- ------------
(In thousands)
Within three months............................. $2,502
Over three months through six months............ -
Over six months through twelve months........... 1,020
Over twelve months.............................. 625
------
$4,147
======
Borrowings
The Registrant may obtain advances from the Federal Home Loan Bank of
New York ("FHLB") to supplement its supply of lendable funds. Advances from the
FHLB are typically secured by a pledge of the Registrant's stock in the FHLB and
a portion of the Registrant's mortgage loan portfolio. Each FHLB borrowing has
its own interest rate, which may be fixed or variable, and range of maturities.
The Registrant, if the need arises, may also access the Federal Reserve Bank
discount window to supplement its supply of lendable funds and to meet deposit
withdrawal requirements. At September 30, 2000, there were no outstanding
borrowings with the FHLB.
-14-
<PAGE>
The following table sets forth the maximum month-end balance and the
average balance of short- term FHLB advances for the periods indicated.
During the
Year Ended September 30,
------------------------
2000 1999
------- -------
(Dollars in thousands)
Average balance outstanding................. $ 834 $ 522
Maximum balance at end of any month......... 2,500 2,125
Balance outstanding end of period........... - 2,125
Weighted average rate during period......... 6.18% 7.57%
Weighted average rate at end of period ..... -% 5.75%
Personnel
As of September 30, 2000, the Registrant had 19 full-time and 15
part-time employees. None of the Registrant's employees are represented by a
collective bargaining group. The Registrant believes that its relationship with
its employees is good.
Regulation and Supervision
Set forth below is a brief description of certain laws which relate to
the regulation of the Bank, the Company and the Mutual Holding Company. The
description does not purport to be complete and is qualified in its entirety by
reference to applicable laws and regulations.
Financial Modernization Legislation. On November 12, 1999, the
President signed into law the Gramm-Leach-Bliley Financial Services
Modernization Act of 1999 (the "GLB Act"), which repealed the prohibitions
against bank affiliations with securities and insurance firms. The GLB Act
authorizes qualifying bank holding companies to become financial holding
companies and thereby affiliate with securities firms and insurance companies
and engage in other activities that are financial in nature. The GLB Act defines
financial in nature to include securities underwriting, dealing and market
making; sponsoring mutual funds and investment companies; insurance underwriting
and agency; merchant banking activities, and activities that the Federal Reserve
Board has determined to be closely related to banking. A qualifying national
bank also may engage, subject to limitations on investment, in activities that
are financial in nature, other than insurance underwriting, insurance company
portfolio investment, real estate development, and real estate investment,
through a financial subsidiary of the bank.
In addition, the GLB Act imposes significant new financial privacy
obligations and reporting requirements on all financial institutions, including
federal savings associations. Specifically, the statute, among other things,
requires financial institutions (a) to establish privacy policies and disclose
them to customers both at the commencement of a customer relationship and on an
annual basis and (b) to permit customers to opt out of a financial institution's
disclosure of financial information to nonaffiliated third parties. The federal
financial regulators have promulgated final regulations implementing these
provisions, which will become effective July 1, 2001.
Regulation of the Bank
General. As a federally chartered, SAIF-insured savings association, the
Bank is subject to extensive regulation by the OTS and the Federal Deposit
Insurance Corporation ("FDIC"). Lending
-15-
<PAGE>
activities and other investments must comply with federal and state statutory
and regulatory requirements. The Bank is also subject to reserve requirements of
the Federal Reserve System. Federal regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the SAIF and depositors. The regulatory
structure also gives the regulatory authorities extensive discretion in
connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes.
The OTS regularly examines the Bank and prepares reports for
consideration by the Bank's Board of Directors on deficiencies, if any, found in
the Bank's operations. The Bank's relationship with its depositors and borrowers
is also regulated by federal and state law, especially in such matters as the
ownership of savings accounts and the form and content of the Bank's mortgage
documents.
The Bank must file reports with the OTS concerning its activities and
financial condition, and must obtain regulatory approvals prior to entering into
certain transactions such as mergers with or acquisitions of other financial
institutions. Any change in such regulations, whether by the OTS, the FDIC or
the United States Congress, could have a material adverse impact on the Bank,
the Company, the Mutual Holding Company, and their operations.
Federal Deposit Insurance. The FDIC is an independent federal agency
that insures the deposits, up to prescribed statutory limits, of federally
insured banks and savings institutions and safeguards the safety and soundness
of the banking and savings industries. Two separate insurance funds, the Bank
Insurance Fund ("BIF") for commercial banks, state savings banks and some
federal savings banks, and the SAIF for savings associations, are maintained and
administered by the FDIC. The Bank is a member of the SAIF and its deposit
accounts are insured by the FDIC, up to the prescribed limits. The FDIC has
examination authority over all insured depository institutions, including the
Bank, and has under certain circumstances, authority to initiate enforcement
actions against federally insured savings institutions to safeguard safety and
soundness and the deposit insurance fund.
Assessments. For the deposit insurance coverage provided by the FDIC,
the Bank pays assessments to the FDIC under a risk-based assessment system that
takes into account its capital and supervisory considerations. The FDIC sets
assessments for deposits insured by the SAIF or the BIF to maintain the targeted
designated reserve ratio in that fund. In addition, the FDIC is authorized to
levy emergency special assessments on BIF and SAIF members. The FDIC set the
annual deposit insurance assessment rates for SAIF-member institutions for 2000
at 0% of insured deposits for well-capitalized institutions with the highest
supervisory ratings to .27% of insured deposits for institutions in the worst
risk assessment classification. The insurance assessment rate for most
SAIF-member institutions is currently 0%.
In addition, all FDIC-insured institutions are required to pay
assessments to the FDIC at an annual rate of approximately .0202% of insured
deposits to fund interest payments on bonds issued by the Financing Corporation
("FICO"), an agency of the Federal government established to recapitalize the
predecessor to the SAIF. These assessments will continue until the FICO bonds
mature in 2017.
Regulatory Capital Requirements. OTS capital regulations require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted assets, (2) Tier 1, or "core," capital equal to at
least 4% (3% if the institution has received the highest rating, "composite 1
CAMELS," on its most recent examination) of total adjusted assets, and (3)
risk-based capital equal to 8% of total risk- weighted assets.
-16-
<PAGE>
Tangible capital is defined as core capital less all intangible assets
(including supervisory goodwill), less certain mortgage servicing rights and
less certain investments. Core capital is defined as common stockholders' equity
(including retained earnings), noncumulative perpetual preferred stock and
minority interests in the equity accounts of consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits of mutual savings associations and
qualifying supervisory goodwill, less nonqualifying intangible assets, certain
mortgage servicing rights and certain investments.
The risk-based capital standard for savings institutions requires the
maintenance of total risk-based capital (which is defined as core capital plus
supplementary capital) of 8% of risk-weighted assets. The components of
supplementary capital include, among other items, cumulative perpetual preferred
stock, perpetual subordinated debt, mandatory convertible subordinated debt,
intermediate-term preferred stock, and the portion of the allowance for loan
losses not designated for specific loan losses (up to a maximum of 1.25% of
risk-weighted assets) and up to 45% of unrealized gains on equity securities.
Overall, supplementary capital is limited to 100% of core capital. A savings
association must calculate its risk-weighted assets by multiplying each asset
and off-balance sheet item by various risk factors as determined by the OTS,
which range from 0% for cash to 100% for delinquent loans, property acquired
through foreclosure, commercial loans, and other assets.
Dividend and Other Capital Distribution Limitations. The OTS imposes
various restrictions or requirements on the ability of savings institutions to
make capital distributions including cash dividends.
A savings association that is a subsidiary of a savings and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at least 30 days before making a capital distribution. A savings
associations is not required to file an application for permission to make a
capital distribution and need only file a notice if the following conditions are
met: (1) it is eligible for expedited treatment under OTS regulations, (2) it
would remain adequately capitalized after the distribution, (3) the annual
amount of its capital distributions does not exceed net income for that year to
date added to retained net income for the two preceding years, and (4) the
capital distribution would not violate any agreements between the OTS and the
savings association or any OTS regulations. Any other situation would require an
application to the OTS.
In addition, the OTS could prohibit a proposed capital distribution if,
after making the distribution, which would otherwise be permitted by the
regulation, the OTS determines that the distribution would constitute an unsafe
or unsound practice.
A federal savings institution is prohibited from making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements. Further,
a federal savings institution cannot distribute regulatory capital that is
needed for its liquidation account.
Qualified Thrift Lender Test. Savings institutions must meet a
qualified thrift lender ("QTL") test or they become subject to the business
activity restrictions and branching rules applicable to national banks. To
qualify as a QTL, a savings institution must either (i) be deemed a "domestic
building and loan association" under the Internal Revenue Code by maintaining at
least 60% of its total assets in specified types of assets, including cash,
certain government securities, loans secured by and other assets related to
residential real property, educational loans and investments in premises of the
institution or (ii) satisfy the statutory QTL test set forth in the Home Owners'
Loan Act by maintaining at least 65% of its "portfolio assets" in certain
"Qualified Thrift Investments" (defined to include residential mortgages and
related equity investments, certain mortgage-related securities, small business
loans, student loans and
-17-
<PAGE>
credit card loans, and 50% of certain community development loans). For purposes
of the statutory QTL test, portfolio assets are defined as total assets minus
intangible assets, property used by the institution in conducting its business,
and liquid assets equal to 10% of total assets. A savings institution must
maintain its status as a QTL on a monthly basis in at least nine out of every 12
months. As of September 30, 2000, the Bank was in compliance with its QTL
requirement.
Liquidity Requirements. All savings associations are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings associations. At September 30, 2000, the Bank's required
liquid asset ratio was 4% and the Bank's liquidity ratio for the quarter ended
September 30, 2000 was 32.14%.
Federal Home Loan Bank System. The Bank is a member of the FHLB of New
York, which is one of 12 regional FHLBs that administer the home financing
credit function of savings associations. Each FHLB serves as a reserve or
central bank for its members within its assigned region. It is funded primarily
from proceeds derived from the sale of consolidated obligations of the FHLB
System. It makes loans to members (i.e., advances) in accordance with policies
and procedures established by the Board of Directors of the FHLB.
As a member, the Bank is required to purchase and maintain stock in the
FHLB of New York in an amount equal to the greater of 1% of its aggregate unpaid
residential mortgage loans, home purchase contracts or similar obligations at
the beginning of each year, or 5% of its outstanding advances.
Federal Reserve System. The Federal Reserve System requires all
depository institutions to maintain non-interest bearing reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts) and non-personal time deposits. The balances maintained to
meet the reserve requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity requirements that are imposed by the OTS. At September
30, 2000, the Bank was in compliance with these requirements.
Regulation of the Company and the Mutual Holding Company
The Company and the Mutual Holding Company are savings and loan holding
companies subject to regulation and supervision by the OTS. As such, the Company
and the Mutual Holding Company are required to file annual and quarterly reports
with the OTS and are subject to periodic examination by the OTS. In addition,
the OTS has enforcement authority over the Company, the Mutual Holding Company,
and any non-savings institution subsidiaries. This regulation and oversight is
intended primarily for the protection of the depositors of the Bank and not for
the benefit of stockholders of the Company.
Under the Home Owner's Loan Act (the "HOLA") and OTS regulations, the
Company and the Mutual Holding company must obtain the prior approval of the OTS
before they may acquire control of another savings association or savings and
loan holding company or before acquiring another such association or holding
company through merger. In addition, the Company and the Mutual Holding Company
must file a notice, or in certain cases an application, with the OTS before
engaging in nonbanking activities or acquiring nonbanking companies. The
business activities of the Company, the Mutual Holding Company and their
nonbanking subsidiaries are restricted to certain activities specified by OTS
regulation, which include performing services and holding properties used by a
savings institution subsidiary, certain activities authorized for savings and
loan holding companies as of March 5, 1987, and
-18-
<PAGE>
nonbanking activities permissible for bank holding companies pursuant to the
Bank Holding Company Act or authorized for financial holding companies pursuant
to the GLB Act.
Item 2. Description of Property
--------------------------------
(a) Properties
Currently, the Registrant operates from its main office and two branch
offices in Roebling and New Egypt, New Jersey. The Registrant owns these
facilities. In addition, a loan center office which is leased, was opened in
Roebling during the fiscal year. The total net book value of the Registrant's
investment in premises and equipment at September 30, 2000 was $1,090,000, net
of depreciation of $466,000.
(b) Investment Policies. See "Item 1. Description of Business" above for a
general description of the Registrant's investment policies and any regulatory
or Board of Directors' percentage of assets limitations regarding certain
investments. The Registrant's investments are primarily acquired to produce
income, and to a lesser extent, possible capital gain.
(1) Investments in Real Estate or Interests in Real Estate.
See "Item 1. Description of Business - Lending Activities and - Regulation of
the Bank," and "Item 2. Description of Property."
(2) Investments in Real Estate Mortgages. See "Item 1.
Description of Business - Lending Activities and - Regulation of the Bank."
(3) Investments in Securities of or Interests in Persons
Primarily Engaged in Real Estate Activities. See "Item 1. Description of
Business - Lending Activities and - Regulation of the Bank."
(c) Description of Real Estate and Operating Data. Not Applicable.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.
-19-
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------
The information contained under the section captioned "Stock Market
Information" of the Company's Annual Report to stockholders for the fiscal year
ended September 30, 2000 (the "Annual Report") is incorporated herein by
reference.
Item 6. Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.
Item 7. Financial Statements
-----------------------------
The Registrant's financial statements listed under Item 13 are
incorporated herein by reference.
Item 8. Changes in and Disagreements with Accountants On Accounting and
Financial Disclosure.
--------------------------------------------------------------------------------
Not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------
The information required under this item is incorporated herein by
reference to the Proxy Statement for the 2000 Annual Meeting (the "Proxy
Statement") contained under the sections captioned "Section 16(a) Beneficial
Ownership Reporting Compliance," "Proposal I - Election of Directors," and "-
Biographical Information."
Item 10. Executive Compensation
--------------------------------
The information required by this item is incorporated by reference to
the Proxy Statement contained under the section captioned "Director and
Executive Officer Compensation."
Item 11. Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
(b) Security Ownership of Management
The information required by items (a) and (b) is incorporated
herein by reference to the Proxy Statement contained under the
sections captioned "Principal Holders" and "Proposal I -
Election of Directors."
(c) Management of the Company knows of no arrangements, including
any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change
in control of the Company.
-20-
<PAGE>
Item 12. Certain Relationships and Related Transactions
--------------------------------------------------------
The information required by this item is incorporated herein by
reference to the Proxy Statement contained under the section captioned "Certain
Relationships and Related Transactions."
Item 13. Exhibits, List, and Reports on Form 8-K
-------------------------------------------------
(a) Listed below are all financial statements and exhibits filed as
part of this report.
1. The consolidated statements of financial condition of
Roebling Financial Corp, Inc. and Subsidiary as of
September 30, 2000 and 1999 and the related
consolidated statements of income and comprehensive
income, stockholders' equity and cash flows for each
of the two years ended September 30, 2000, together
with the related notes and the independent auditor's
report of Fontanella and Babitts independent
Certified Public Accountants.
2. Schedules omitted as they are not applicable.
3. The following exhibits are included in this Report or
incorporated herein by reference:
(a) List of Exhibits:
<TABLE>
<CAPTION>
<S> <C>
3.1 Federal Stock Charter*
3.2 Bylaws*
4.0 Form of Stock Certificate*
10.2 Directors' Retirement Plan**
10.3 Stock Option Plan*
10.4 Restricted Stock Plan*
13.0 Portions of the 2000 Annual Report to Shareholders
27 Financial Data Schedule (electronic filing only)
</TABLE>
(b) Reports on Form 8-K
None.
* Incorporated herein by reference to the Form 8-K12G3 filed with the
Commission on February 1, 2000.
** Incorporated herein by reference the Form 8-K/A filed with the
Commission on February 24, 2000.
-21-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of December 26,
2000.
ROEBLING FINANCIAL CORP, INC.
By: /s/John F. Ferry
---------------------------------------------------
John F. Ferry
Chief Executive Officer and Chairman of the Board
(Duly Authorized Representative)
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of December 26, 2000.
<TABLE>
<CAPTION>
<S> <C>
/s/John F. Ferry /s/Robert P. Hawkins, Jr.
---------------------------------------------- -----------------------------
John F. Ferry Robert P. Hawkins, Jr.
Chief Executive Officer and President of the Bank
Chairman of the Board
/s/John Y. Leacott /s/George Nyikita
---------------------------------------------- -----------------------------
John Y. Leacott George Nyikita
Chief Financial Operating Officer and Treasurer Director
(Principal Financial and Accounting Officer)
/s/Mark V. Dimon /s/Robert R. Semptimphelter, Sr.
---------------------------------------------- -----------------------------
Mark V. Dimon Robert R. Semptimphelter, Sr.
Director Director
/s/Joan K. Geary /s/John A. LaVecchia
---------------------------------------------- -----------------------------
Joan K. Geary John A. LaVecchia
Director and Secretary Director
</TABLE>
