SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
-------------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ----------------
Commission file number 000-29257
---------
ROEBLING FINANCIAL CORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-3709698
- --------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Route 130 and Delaware Avenue, Roebling New Jersey 08554
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 499-0355
--------------
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date May 8, 2000
Class Outstanding
----- -----------
$.10 par value common stock 425,500 shares
<PAGE>
ROEBLING FINANCIAL CORP, INC.
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP., INC.
Item 1. Financial Statements and Notes Thereto 1 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Materially Important Events 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF FINANCIAL CONDITION
(In Thousands)
<TABLE>
<CAPTION>
March 31, September 30,
2000 1999
--------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 2,203 2,836
Interest bearing deposits 152 737
--------------- -----------------
Total cash and cash equivalents 2,355 3,573
FHLB term deposits - 250
Certificates of deposit 300 300
Securities available for sale 23 24
Securities held to maturity 8,775 9,657
Mortgage-backed and related securities held to maturity, net 5,652 6,294
Loans receivable, net 39,893 35,745
Real estate owned - 210
Accrued interest receivable 384 375
Federal Home Loan Bank of New York stock, at cost 388 294
Premises and equipment 1,087 1,087
Other assets 155 70
--------------- -----------------
Total assets $ 59,012 $ 57,879
=============== =================
Liabilities and Stockholers' Equity
Liabilities
Deposits $ 50,709 $ 50,036
Borrowed funds 2,200 2,125
Advances from borrowers for taxes and insurance 473 420
Accrued interest payable 39 49
Other liabilities 403 305
--------------- -----------------
Total liabilities 53,824 52,935
--------------- -----------------
Stockholders' equity
Serial preferred stock, no par value; 1,000,000 shares authorized
none issued - -
Common stock; $0.10 par value; 4,000,000 shares authorized;
425,500 issued 43 43
Additional paid-in-capital 1,655 1,652
Unallocated employee stock ownership plan shares (118) (125)
Retained earnings - substantially restricted 3,596 3,360
Accumulated other comprehensive income - unrealized gain
on securities available for sale, net of tax 12 14
--------------- -----------------
Total stockholders' equity 5,188 4,944
--------------- -----------------
Total liabilities and stockholders' equity $ 59,012 $ 57,879
=============== =================
</TABLE>
See notes to unaudited financial statements.
-1-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Thousands) (UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
-----------------------------------
2000 1999
--------------- -----------------
<S> <C> <C>
Interest income:
Loans receivable $ 766 $ 615
Securities available for sale - 1
Securities held to maturity 136 171
Mortgage-backed and related securities held to maturity 87 40
Other interest earning assets 12 35
--------------- -----------------
Total interest income 1,001 862
--------------- -----------------
Interest expense:
Deposits 354 337
Borrowed funds 20 4
--------------- -----------------
Total interest expense 374 341
--------------- -----------------
Net interest income before provision for loan losses 627 521
Provision for loan losses 9 4
--------------- -----------------
Net interest income after provision for loan losses 618 517
--------------- -----------------
Non-interest income:
Loan service charges and late charges 18 43
Account servicing and other 77 29
--------------- -----------------
Total non-interest income 95 72
--------------- -----------------
Non-interest expense:
Compensation and benefits 272 269
Occupany and equipment 47 41
Service bureau and data processing 84 66
Federal insurance premiums 4 6
Other expense 87 88
--------------- -----------------
Total non-interest expense 494 470
--------------- -----------------
Income before provision for income taxes 219 119
Provision for income taxes 84 50
--------------- -----------------
Net income 135 69
Other comprehensive income, net of tax:
Unrealized (loss) gain on securities available for sale, net of tax (2) (2)
--------------- -----------------
Comprehensive income $ 133 $ 67
=============== =================
Basic earnings per share $0.33 $0.17
Fully diluted earnings per share $0.33 $0.17
</TABLE>
See notes to unaudited financial statements.
-2-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Thousands) (UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
March 31,
-----------------------------------
2000 1999
--------------- -----------------
<S> <C> <C>
Interest income:
Loans receivable $ 1,479 $ 1,199
Securities available for sale - 2
Securities held to maturity 289 291
Mortgage-backed and related securities held to maturity 168 61
Other interest earning assets 32 131
--------------- -----------------
Total interest income 1,968 1,684
--------------- -----------------
Interest expense:
Deposits 709 673
Borrowed funds 30 7
--------------- -----------------
Total interest expense 739 680
--------------- -----------------
Net interest income before provision for loan losses 1,229 1,004
Provision for loan losses 16 5
--------------- -----------------
Net interest income after provision for loan losses 1,213 999
--------------- -----------------
Non-interest income:
Loan service charges and late charges 38 35
Account servicing and other 153 103
Gain on sale of interest earning assets - 2
--------------- -----------------
Total non-interest income 191 140
--------------- -----------------
Non-interest expense:
Compensation and benefits 554 507
Occupany and equipment 90 84
Service bureau and data processing 170 130
Federal insurance premiums 11 12
Other expense 195 176
--------------- -----------------
Total non-interest expense 1,020 909
--------------- -----------------
Income before provision for income taxes 384 230
Provision for income taxes 148 93
--------------- -----------------
Net income 236 137
Other comprehensive income, net of tax:
Unrealized (loss) gain on securities available for sale, net of tax (2) 1
--------------- -----------------
Comprehensive income $ 234 $ 138
=============== =================
Basic earnings per share $0.57 $0.33
Fully diluted earnings per share $0.56 $0.33
</TABLE>
See notes to unaudited financial statements.
-3-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-in Unallocated Retained Comprehensive
Stock Capital ESOP Shares Earnings Income Total
----------- ------------- ---------------- ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1999 $ 43 $ 1,652 $ (125) $ 3,360 $ 14 $ 4,944
Net income for the six months
ended March 31, 2000 - - - 236 - 236
Change in unrealized gain on
securities available for sale,
net of income taxes - - - - (2) (2)
Amortization of ESOP shares - 3 7 - - 10
-------- ------------- ---------------- ------------ ------------------ ----------------
Balance at March 31, 2000 $ 43 $ 1,655 $ (118) $ 3,596 $ 12 $ 5,188
======== ============= ================ ============ ================== ================
</TABLE>
-4-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENT OF CASH FLOWS
(Dollars in Thousands) (UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
March 31,
-----------------------------------
2000 1999
--------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 236 $ 137
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation 35 37
Amortization of premiums (discounts) on investment securities
held to maturity 9 8
Amortization of premiums on mortgage-backed securities 18 12
Provision for loan losses 16 5
Gain on sale of loans - (2)
(Increase) in other assets (86) (29)
(Increase) decrease in interest receivable (9) 8
(Decrease) in interest payable (10) (3)
Increase in other liabilities 98 4
Amortization of ESOP shares 10 11
------------ -----------------
Net cash provided by operations 317 188
------------ -----------------
Cash flows from investing activities:
Net decrease in FHLB term deposits 250 -
Proceeds from maturities of held-to-maturity securities 873 4,617
Purchase of held-to-maturity securities - (6,638)
Proceeds from maturities of equity securities - 99
Proceeds from sale of loans - 979
Purchase of Federal Home Loan Bank stock (94) (50)
Loans originated, net of principal repayments (4,149) (5,841)
Proceeds from principal repayment of mortgage-backed securities 624 813
Purchase of mortgage-backed securities - (1,671)
Purchase of premises and equipment (35) (5)
Proceeds from sale of real estate owned 195 -
------------ -----------------
Net cash used in investing activities (2,336) (7,697)
------------ -----------------
</TABLE>
See notes to unaudited financial statements.
-5-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
STATEMENT OF CASH FLOWS (CONT'D)
(Dollars in Thousands) (UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
March 31,
---------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from financing activities:
Net increase in deposits 673 5,085
Proceeds from borrowed money 2,200 -
Repayment of borrowed money (2,125) (8)
Increase in advance payments by borrowers for taxes and insurance 53 10
--------------- ---------------
Net cash provided by financing activities 801 5,087
--------------- ---------------
Net decrease in cash and cash equivalents (1,218) (2,422)
Cash and cash equivalents at beginning of period 3,573 5,023
--------------- ---------------
Cash and cash equivalents at end of period $ 2,355 $ 2,601
=============== ===============
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest 749 680
Income taxes 70 250
Supplemental Schedule of Noncash Investing Activities:
Transfer from loans receivable to real estate owned - 129
</TABLE>
-6-
<PAGE>
ROEBLING FINANCIAL CORP, INC.
NOTES TO UNAUDITED 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
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. As discussed in Note 6, the Company became the
wholly owned subsidiary of Roebling Financial Corp., Inc. on January 29, 2000.
The results of operations for the six months ended March 31, 2000, are not
necessarily indicative of the results to be expected for the year ending
September 30, 2000, or any other 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, 1999.
NOTE 2 - EARNINGS PER SHARE
Earnings per share are computed by dividing net income by the weighted average
number of common shares outstanding during the period. Shares outstanding do not
include shares of Company Common Stock purchased and held by the Bank's employee
stock ownership plan ("ESOP") and unallocated during the period ended March 31,
2000, in accordance with SOP 93-6 "Employer's Accounting for Employee Stock
Ownership Plans."
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
In connection with the Reorganization, the Bank formed an ESOP. The ESOP covers
employees who have completed at least 1,000 hours of service during a
twelve-month and have attained the age of 21. The ESOP borrowed $156,800 from an
independent third party lender to fund the purchase of l5,680 or 8.0%, of the
shares of Bank common stock sold in the minority stock offering. The loan to the
ESOP was repaid to the independent third party lender on February 24, 2000 by
Roebling Financial Corp., Inc., who presently holds the loan on its books. The
Bank is making principal only payments to the Financial Corp. sufficient to
service the debt over the original ten year period. Shares are released and
allocated to the participants on the basis of a compensation formula.
Compensation expense related to the ESOP for the six months ended March 31,
2000, was $10,749.
NOTE 4 - STOCK-BASED COMPENSATION PLANS
On January 26, 1999, the stockholders of the Bank approved the l998 Stock Option
Plan (the "Stock Option Plan") and the l998 Restricted Stock Plan (The
"Restricted Stock Plan").
The Stock Option Plan provides for authorizing the issuance of an additional
19,596 shares of common stock by the Bank upon the exercise of stock options
awarded to officers, directors, key employees and other persons providing
services to the Bank. The Bank may also purchase shares through the open market.
The 19,596 shares of options granted under the Stock Option Plan constitute
either Incentive Stock Options or Non-Incentive Stock Options. Common stock
issuable pursuant to outstanding options will be considered outstanding for
purposes of calculating earnings per share, if dilutive. At March 31, 2000,
14,308 options have been granted and are exercisable.
The Restricted Stock Plan provides for the purchase of 7,838 shares of common
stock in the open market. All of the Common Stock to be purchased by the
Restricted Stock Plan will be purchased at the fair market or at value of
authorized but unissued shares of such stock on the date of purchase. Awards
under the Restricted Stock Plan were made in recognition of expected future
services to the Bank by its directors, officers, and key employees responsible
for implementation of the policies adopted by the Bank's Board of Directors and
as a means of providing a further
-7-
<PAGE>
retention incentive. The expense of the plan will be accrued as shares vest over
a four-year period beginning February, 1999.
NOTE 5 - APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION
At the Annual Meeting of Stockholders on January 25, 2000, the Bank's
Stockholders approved an Agreement and Plan of Reorganization ("the Plan" or
"Reorganization"), providing for the establishment of a mid-tier stock holding
company. The Plan provided for the establishment of Roebling Financial Corp.,
Inc. (the Mid-Tier Stock Holding Company) as a stock holding company parent of
the Bank; the stock holding company is the majority owned by Roebling Financial
Corp., MHC, the Bank's mutual holding company. The former holders of the common
stock of the Bank became stockholders of Roebling Financial Corp., Inc. and each
outstanding share of common stock (par value $.l0 per share) of the Bank were
converted into shares of common stock of Roebling Financial Corp., Inc. on a
one-for-one basis. The reorganization was completed on January 31, 2000.
Effective January 31, 2000, Roebling Financial Corp., Inc.'s common stock
replaced the Bank's common stock on the OTC Bulletin Board. Roebling Financial
Corp., Inc.'s common stock trades under the Bank's old symbol "ROEB".
-8-
<PAGE>
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, year 2000 issues and general economic conditions. Roebling
Financial Corp, Inc. undertakes no obligation to publicly release the results of
any revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
On January 25, 2000, stockholders pf Roebling Bank (the "Bank")
approved an Agreement and Plan of Reorganization ("the Plan" or
"Reorganization"), providing for the establishment of a mid-tier stock holding
company. Roebling Financial Corp, Inc. (the"Company") was formed and became the
stock holding company of the Bank. Roebling Financial Corp., MHC, the Bank's
mutual holding company, owns a majority of the shares of the Company. 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 were converted into shares of
common stock of the Company on a one-for-one basis. The reorganization of the
Bank was completed on January 31, 2000. Effective January 31, 2000, the
Company's common stock replaced the Bank's common stock on the OTC Bulletin
Board. The Company's common stock trades under the Bank's former trading symbol
"ROEB".
The Company's business is conducted principally through the Bank. All
references to the Company refer collectively to the Company and the Bank.
Effective February 25, 2000, the President of the Bank resigned
and Robert P. Hawkins, Jr. was appointed Interim President of the Bank. Mr.
Hawkins was appointed the President of the Bank on April 24, 2000. Mr. John J.
Ferry remains Chairman of the Company.
Overview
For the three months ended March 31, 2000, the Company reported net
income of $135,000,or $.33 per diluted share, from $69,000 , or $.17 per diluted
share, for the same period in 1999. For the six months ended March 31, 2000, the
Company reported net income of $236,000,or $.56 per diluted share, from
$137,000, or $.33 per diluted share, for the same period in 1999.
9
<PAGE>
Changes In Financial Condition
Total assets amount to $59.0 million at March 31, 2000, compared to
$57.9 million at September 30, l999, representing a $1.1million increase since
fiscal year-end 1999. Net loans totaled $39.9 million, representing an increase
from the fiscal year-end balance of $35.7 million. The increase is primarily
attributable to the mortgage loan portfolio. Total deposits increased $673,000
to $50.7 million at March 31, 2000, from the September 30, 1999 balance of $50.0
million. Stockholders' equity reached $5.2 million at March 31, 2000, up
slightly from the September 30, 1999, balance of $4.9 million.
Results of Operations
Net Interest Income. For the three-month period ended, March 31, 2000,
the Company reported net interest income before provision for loan losses of
$627,000, which represents an increase of $106,000 or 20% over the same period
in 1999. The increase is primarily due to greater interest income on the loan
portfolio of approximately $151,000, partially offset by increased interest
expense on deposits and borrowings due to volume.
For the six month period ended March 31, 2000, the Company reported net
interest income before provision for loan losses of $1,229,000, which represents
an increase of $225,000 or 22%over the same period of l999. This is due to a
$280,000 increase in interest income on the loan portfolio. The increase in loan
interest income and the increase in interest income on mortgage-based securities
of $387,000, was partially offset by greater interest expense on deposits and
borrowings due to volume.
The average yield on investments for the three-month period ended March
31, 2000, was 6.11% compared to 5.80% for the same period of l999. The average
balance of all investments increased slightly to a quarterly average of $15.4
million for the three-month period ended March 31, 2000, from $16.6 million for
the same period of l999. The yield on the loan portfolio increased to 7.67% for
the three-month period ended March 31, 2000, compared to 7.54% for the same
three-month period of l999. The Company's cost of interest-bearing liabilities
decreased to 3.41% for the three-month period ended March 31, 2000, compared to
3.45% for the same three-month period of l999. This was primarily due to an
increase in non-interest bearing accounts, as well as other low-cost deposit
products and changes in deposit mix.
Non-interest Income. Total non-interest income for the three-month
period ended March 31, 2000, increased $23,000, to $95,000 from $72,000 for the
same period of l999. Total non-interest income for the six month periods ended
March 31, 2000, increased $51,000, to $191,000 from $140,000 for the same period
of l999. Increases in total non-interest income for the current year three and
six month period were primarily related to increased deposit account fee income.
For the current year three month period , total non-interest income was offset
by a reduction in loan service fees and late charges.
10
<PAGE>
Provision for Loan Losses. The provision for loan losses was $9,000 and
$16,000, respectively, for the three and six month period ended March 31, 2000
compared to $4,000 and $5,000, respectively, for the same periods in 1999.
Management continually monitors and adjusts its allowance for loan losses based
upon its analysis of the loan portfolio. This analysis includes 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 estimate amounts.
Non-interest Expense. Total non-interest expenses for the three and six
month period ended March 31, 2000, were $494,000 and $1,020,000 compared to
$470,00 and $909,000 for same period in 1999. Increases in salaries and employee
benefits for the current year six month period reflects the addition of new loan
personnel to manage the Bank's loan growth and annual salary increases for
current staff members in the first quarter. Increases in data processing and
service bureau fees for the current year three and six month period resulted
from increased volume of deposit accounts. and the processing and transaction
costs associated with such increased volume . Effective January 2000, federal
insurance premiums assessments were decreased . Other expense for the current
year six month period reflects increased loan servicing and supervisory exam
expenses.
11
<PAGE>
Liquidity and Regulatory Capital Compliance
On March 31, 2000, the Bank was in compliance with its three regulatory
capital requirements as follows:
Amount Percent
------ -------
Tangible capital $5,023 8.51%
Tangible capital requirement 885 1.50%
----- ----
Excess over requirement $4,138 7.01%
===== ====
Core capital $5,023 8.51%
Core capital requirement 2,360 4.00%
----- ----
Excess over requirement $2,663 4.51%
===== ====
Risk based capital $5,221 13.91%
Risk based capital requirement 3,003 8.00%
----- -----
Excess over requirement $2,218 5.91%
===== =====
The Company anticipates that it will have sufficient funds available to
meet its current commitments. As of March 31, 2000, the Company had mortgage
commitments to fund loans to $633,000. Also, at March 31, 2000, there were
commitments on unused lines of credit relating to home equity loans of $3.8
million. Certificates of deposit scheduled to mature in one year or less at
March 31,2000, totaled $12.5 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.
12
<PAGE>
Additional Key Operating Ratios
At or for Three Months Ended
March 31,
2000(1) 1999(1)
----------- ----------
Earnings per common share (2):
Basic $0.33 $0.17
Diluted $0.33 $0.17
Return on average assets (1) 0.92% 0.53%
Return on average equity (1) 10.63% 5.80%
Interest rate spread (1) 3.83% 3.48%
Net interest margin (1) 4.46% 4.07%
Noninterest expense to average assets (1) 3.35% 3.64%
Nonperforming assets to total assets 0.69% 1.02%
Nonperforming loans to total loans 1.02% 1.71%
At March 31,
2000 1999
----------- -------
Tangible book value per share (3) $12.19 $11.25
- --------------
(1) The ratios for the three-month period presented are annualized.
(2) The average number of shares outstanding during the three months ended
March 31, 2000, was 413,544 basic and 415,233 diluted. The average
number of shares outstanding during the three months ended, March 31,
1999, was 411,976 basic and diluted.
(3) The average number of shares outstanding during the three months ended
March 31, 2000 was 425,500.
At or for Six Months Ended
March 31,
2000(1) 1999(1)
----------- ----------
Earnings per common share (2):
Basic $0.57 $0.33
Diluted $0.56 $0.33
Return on average assets (1) 0.80% 0.54%
Return on average equity (1) 9.37% 5.81%
Interest rate spread (1) 3.80% 3.52%
Net interest margin (1) 4.43% 4.10%
Noninterest expense to average assets (1) 3.47% 3.60%
Nonperforming assets to total assets 0.69% 1.07%
Nonperforming loans to total loans 1.02% 1.80%
At March 31,
2000(1) 1999(1)
----------- ----------
Tangible book value per share (3) $12.19 $11.25
- --------------
(1) The ratios for the six month period presented are annualized.
(2) The average number of shares outstanding during the six months ended
March 31, 2000, was 413,348 basic and 418,403 diluted. The average
number of shares outstanding during the six months ended, March 31,
1999, was 411,780 basic and diluted.
(3) The average number of shares outstanding during the six months ended
March 31, 2000 was 425,500.
13
<PAGE>
ROEBLING FINANCIAL CORP, INC.
Part II
ITEM 1. LEGAL PROCEEDINGS
The Company, from time to time, is a party to ordinary routine
litigation, which arises in the normal course of business,
such as claims to enforce liens, condemnation proceedings on
properties in which the Company holds security interests,
claims involving the making and servicing of real property
loans and other issues incident to the business of the
Company. In the opinion of management, the resolution of these
lawsuits would not have a material adverse effect on the
financial condition or results of operations of the Company.
RKA Corporation. On December 20, 1995, the plaintiffs
commenced this action against RKA Corporation ("RKA") and the
Bank. Cox v. RKA Corporation and Richard Niel, Docket No.
C-00l64-95, Superior Court, Chancery Division, Camden County,
New Jersey. In this action, the plaintiffs sought to compel
RKA to specifically perform under an existing real estate
contract. The principal of RKA filed for bankruptcy and
plaintiffs took judgment against him before the filing of
bankruptcy. The plaintiff amended the Complaint on March 8,
l996, to add the Bank as a party seeking to negate the
mortgage held by the Bank on the subject property. On March
l9, l997, the court held in favor of the plaintiffs and
imposed a constructive lien senior to that held by the Bank.
The Bank filed an appeal in the New Jersey Appellate Division,
Harry W. Cox v. RKA Corp., et al, Docket No. A-5089-96T1. The
Bank had reserved $80,000 against the loan in connection with
this suit.
The case was argued on October l4, l998, and on December 24,
l998, in a split decision, the Appellate Division ruled
against the Bank. On February 23, l999, the Bank charged off
the loan in the amount of $74,231 against the previously
reserved allowance. The Bank filed an appeal with the new
Jersey Supreme Court on April l5, l999, Docket No. 47,315. The
case was argued on October 25, l999, and the Bank is awaiting
a ruling.
ITEM 2. CHANGES IN SECURITIES
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 MATERIALLY IMPORTANT EVENTS
Not applicable.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3.(a) Exhibits
2.1 Agreement and Plan of Reorganization*
3.1 Federal Stock Charter *
3.2 Bylaws .*
4.0 Form of Stock Certificate .*
10.1 Supplemental Executive Retirement Plan**.
10.2 Directors' Retirement Plan**
10.3 Stock Option Plan *
10.4 Restricted Stock Plan*
27.0 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
On February 11, 2000, the Company filed an Item 5
Form 8-K, announcing the resignation of the President of the Bank, Kent C.
Lufkin, effective February 25, 2000.
-------------------------
* 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.
15
<PAGE>
ROEBLING FINANCIAL CORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROEBLING FINANCIAL CORP, INC.
Date: May 10 ,2000 By: /s/John J. Ferry
---------------------------------------------
John J. Ferry
Chairman
(Principal Executive Officer)
Date: May 10 ,2000 By: /s/John Y. Leacott
---------------------------------------------
John Y. Leacott
Vice President and Chief Financial Officer
(Principal Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,203
<INT-BEARING-DEPOSITS> 152
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 23
<INVESTMENTS-CARRYING> 23
<INVESTMENTS-MARKET> 23
<LOANS> 39,893
<ALLOWANCE> 198
<TOTAL-ASSETS> 59,012
<DEPOSITS> 50,709
<SHORT-TERM> 2,200
<LIABILITIES-OTHER> 915
<LONG-TERM> 0
0
0
<COMMON> 1,698
<OTHER-SE> 3,490
<TOTAL-LIABILITIES-AND-EQUITY> 59,012
<INTEREST-LOAN> 766
<INTEREST-INVEST> 223
<INTEREST-OTHER> 12
<INTEREST-TOTAL> 1,001
<INTEREST-DEPOSIT> 354
<INTEREST-EXPENSE> 374
<INTEREST-INCOME-NET> 627
<LOAN-LOSSES> 9
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 494
<INCOME-PRETAX> 219
<INCOME-PRE-EXTRAORDINARY> 219
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 135
<EPS-BASIC> .33
<EPS-DILUTED> .33
<YIELD-ACTUAL> 4.43
<LOANS-NON> 406
<LOANS-PAST> 406
<LOANS-TROUBLED> 406
<LOANS-PROBLEM> 406
<ALLOWANCE-OPEN> 191
<CHARGE-OFFS> 2
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 198
<ALLOWANCE-DOMESTIC> 198
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 198
</TABLE>
