UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(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, 2013                                               

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 0-50969

ROEBLING FINANCIAL CORP, INC.

(Exact name of Registrant as specified in its charter)

New Jersey 55-0873295

(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)

Route 130 South and Delaware Avenue, Roebling, New  Jersey 08554

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number   (609) 499-9400

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x Yes  ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ___  No   X   

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 10, 2012

Class Outstanding

$.10 par value common stock 1,686,527 shares

ROEBLING FINANCIAL CORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2013

INDEX

		Page Number
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.
Item 1.	Consolidated Financial Statements and Notes Thereto	1 - 17
Item 2.	Management’s Discussion and Analysis of Financial Condition    and Results of Operations	18 - 22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22 - 23
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24 - 25
SIGNATURES		26

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(In thousands, except share and per share data)

	March 31,			September 30,
	2013			2012
Assets
Cash and due from banks	$	874		$	760
Interest-bearing deposits		1,682			4,021
Total cash and cash equivalents		2,556			4,781
Securities available for sale		42,639			44,001
Securities held to maturity		81			89
Loans receivable, net		104,317			106,001
Real estate owned		-			444
Accrued interest receivable		482			470
Federal Home Loan Bank of New York stock, at cost		435			879
Premises and equipment		3,123			3,150
Other assets		1,979			1,978
Total assets	$	155,612		$	161,793
Liabilities and Stockholders' Equity
Liabilities
Deposits	$	132,802		$	128,904
Borrowed funds		3,775			13,650
Advances from borrowers for taxes and insurance		537			604
Other liabilities		1,705			1,740
Total liabilities		138,819			144,898
Stockholders' equity
Serial preferred stock, $0.10 par value; 5,000,000 shares authorized; none issued		-			-
Common stock; $0.10 par value; 20,000,000 shares authorized; 1,718,473 issued		171			171
Additional paid-in-capital		10,268			10,277
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(116	)		(155	)
Unallocated restricted stock plan shares		(95	)		(96	)
Deferred compensation obligation		318			318
Stock purchased for deferred compensation plan		(318	)		(318	)
Retained earnings - substantially restricted		6,199			6,068
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		659			929
Defined benefit plan, net of tax		(103	)		(109	)
Total stockholders' equity		16,793			16,895
Total liabilities and stockholders' equity	$	155,612		$	161,793

See notes to unaudited consolidated financial statements.

1

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)

	For the Three Months Ended
	March 31,
	2013			2012
Interest income:
Loans receivable	$	1,226		$	1,317
Securities		257			271
Other interest-earning assets		6			8
Total interest income		1,489			1,596
Interest expense:
Deposits		229			304
Borrowed funds		34			45
Total interest expense		263			349
Net interest income before provision for loan losses		1,226			1,247
Provision for loan losses		0			0
Net interest income after provision for loan losses		1,226			1,247
Non-interest income:
Loan fees		26			20
Account servicing and other		97			98
Gain on sale of loans		11			13
Total non-interest income		134			131
Non-interest expense:
Compensation and benefits		580			594
Occupancy and equipment		118			115
Service bureau and data processing		148			162
Federal deposit insurance premiums		53			54
Real estate owned expense, net		0			220
Other expense		280			236
Total non-interest expense		1,179			1,381
Income before income tax		181			(3	)
Income tax		104			(8	)
Net income		77			5
Other comprehensive income (loss), net of tax:
Unrealized loss on securities available for sale, net of tax		(120	)		(6	)
Adjustment to minimum pension liability		3			2
Comprehensive income (loss)	$	(40	)	$	1
Earnings per common share:
Basic	$	0.05		$	-
Diluted	$	0.05		$	-
Weighted average number of shares outstanding:
Basic		1,672			1,663
Diluted		1,672			1,663

See notes to unaudited consolidated financial statements.

2

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)

	For the Six Months Ended
	March 31,
	2013			2012
Interest income:
Loans receivable	$	2,467		$	2,657
Securities		521			565
Other interest-earning assets		15			15
Total interest income		3,003			3,237
Interest expense:
Deposits		478			644
Borrowed funds		78			95
Total interest expense		556			739
Net interest income before provision for loan losses		2,447			2,498
Provision for loan losses		0			0
Net interest income after provision for loan losses		2,447			2,498
Non-interest income:
Loan fees		48			38
Account servicing and other		202			197
Gain on sale of loans		27			19
Total non-interest income		277			254
Non-interest expense:
Compensation and benefits		1,174			1,156
Occupancy and equipment		237			233
Service bureau and data processing		287			302
Federal deposit insurance premiums		105			108
Real estate owned expense, net		(143	)		329
Other expense		721			461
Total non-interest expense		2,381			2,589
Income before income tax		343			163
Income tax		212			51
Net income		131			112
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale, net of tax		(270	)		2
Adjustment to minimum pension liability		6			5
Comprehensive income (loss)	$	(133	)	$	119
Earnings per common share:
Basic	$	0.08		$	0.07
Diluted	$	0.08		$	0.07
Weighted average number of shares outstanding:
Basic		1,671			1,661
Diluted		1,671			1,661

See notes to unaudited consolidated financial statements.

3

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)

																	Common					Accumulated
			Additional						Unallocated			Unallocated			Deferred		Stock for					Other
	Common		Paid-in			Treasury			ESOP			RSP			Compensation		Deferred			Retained		Comprehensive
	Stock		Capital			Stock			Shares			Shares			Obligation		Compensation			Earnings		Income			Total
Balance at September 30, 2012	$	171	$	10,277		$	(190	)	$	(155	)	$	(96	)	$	318	$	(318	)	$	6,068	$	820		$	16,895
Net income for the six months
ended March 31, 2013		-		-			-			-			-			-		-			131		-			131
Amortization of ESOP shares		-		(9	)		-			39			-			-		-			-		-			30
Change in unrealized gain on
securities available for sale,
net of tax		-		-			-			-			-			-		-			-		(270	)		(270	)
Allocation of RSP shares		-		-			-			-			1			-		-			-		-			1
Adjustment to mimimum pension
liability, net of tax		-		-			-			-			-			-		-			-		6			6
Balance at March 31, 2013	$	171	$	10,268		$	(190	)	$	(116	)	$	(95	)	$	318	$	(318	)	$	6,199	$	556		$	16,793

See notes to unaudited consolidated financial statements.

4

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Six Months Ended
	March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	131		$	112
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		66			58
Amortization of premiums and discounts, net		37			27
Amortization of deferred loan fees and costs, net		6			6
Provision for losses on real estate owned		-			297
Gain on sale of real estate owned, net		(149	)		-
Originations of loans held for sale, net of repayments		(2,015	)		(3,153	)
Gain on sale of loans		(27	)		(19	)
Proceeds from sale of loans held for sale		2,192			3,172
Gain on disposition of premises and equipment		-			(4	)
Decrease in other assets		175			364
(Increase) decrease in accrued interest receivable		(12	)		23
(Decrease) increase in other liabilities		(26	)		172
Amortization/allocation of ESOP and RSP		31			15
Net cash provided by operating activities		409			1,070
Cash flows from investing activities:
Purchase of securities available for sale		(7,992	)		(7,061	)
Proceeds from payments and maturities of securities available for sale		8,868			10,573
Proceeds from payments and maturities of securities held to maturity		7			7
Loan payments (disbursements), net		1,528			(777	)
Proceeds from sale of real estate owned		594			883
Redemption (purchase) of Federal Home Loan Bank stock		444			(309	)
Purchase of premises and equipment		(39	)		(73	)
Proceeds from sale of premises and equipment		-			4
Net cash provided by investing activities		3,410			3,247
Cash flows from financing activities:
Net increase (decrease) in deposits		3,898			(7,408	)
Net (decrease) increase in short-term borrowed funds		(7,875	)		7,855
Repayment of long-term borrowed funds		(2,000	)		(1,000	)
(Decrease) increase in advance payments by borrowers for taxes and insurance		(67	)		79
Net cash used in financing activities		(6,044	)		(474	)
Net (decrease) increase in cash and cash equivalents		(2,225	)		3,843
Cash and cash equivalents at beginning of period		4,781			3,828
Cash and cash equivalents at end of period	$	2,556		$	7,671
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	556		$	738
Income taxes		3			-
Transfers to real estate owned		-			14

See notes to unaudited consolidated financial statements.

5

ROEBLING FINANCIAL CORP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

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

The results of operations for the three and six months ended March 31, 2013, are not necessarily indicative of the results to be expected for the year ending September 30, 2013, or any other future interim period.  The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2012 included in the Company’s Annual Report on Form 10-K.

NOTE 2 – EARNINGS PER SHARE

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

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

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2013		2012		2013		2012
Net income	$	76,912	$	4,585	$	131,154	$	111,603
Weighted average common shares
outstanding for computation of
basic EPS (1)		1,671,658		1,662,507		1,670,514		1,661,364
Common-equivalent shares due to
the dilutive effect of stock options
and RSP awards		-		-		-		-
Weighted-average common shares
for computation of diluted EPS		1,671,658		1,662,507		1,670,514		1,661,364
Earnings per common share:
Basic	$	0.05	$	-	$	0.08	$	0.07
Diluted	$	0.05	$	-	$	0.08	$	0.07

(1) Excludes unallocated ESOP shares

6

NOTE 3 – SECURITIES AVAILABLE FOR SALE

	March 31, 2013
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Investment Securities
U.S. Government and Agency Securities:
Due after one year through five years	$	6,018,492	$	115,218	$	-	$	6,133,710
Due after five years through ten years		16,017,620		80,093		37,653		16,060,060
Marketable Equity Securities		2,888		-		2,612		276
Residential Mortgage-backed Securities		19,503,233		956,481		14,561		20,445,153
	$	41,542,233	$	1,151,792	$	54,826	$	42,639,199

	September 30, 2012
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Investment Securities
U.S. Government and Agency Securities:
Due within one year	$	1,000,000	$	2,460	$	-	$	1,002,460
Due after one year through five years		5,000,000		96,260		-		5,096,260
Due after five years through ten years		13,881,488		190,592		-		14,072,080
Marketable Equity Securities		2,888		-		2,776		112
Residential Mortgage-backed Securities		22,569,487		1,260,351		-		23,829,838
	$	42,453,863	$	1,549,663	$	2,776	$	44,000,750

There were no sales of investment securities or mortgage-backed securities during the six months ended March 31, 2013.

The following tables provide a summary of securities available for sale which were in an unrealized loss position at March 31, 2013 and September 30, 2012.  Approximately $2,600 or 5% and $2,800 or 100% of the unrealized loss as of March 31, 2013 and September 30, 2012, respectively, was comprised of securities in a continuous loss position for twelve months or more.  Unrealized losses on government and agency and mortgage-backed debt securities are caused primarily by changes in market interest rates.  The Company does not intend to sell these securities and it is not likely that we would be required to sell them before recovery of the amortized cost basis.

7

	March 31, 2013
	Under One Year				One Year or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss
U.S. Government and Agency Securities	$	4,955,310	$	37,653	$	-	$	-
Marketable Equity Securities		-		-		276		2,612
Mortgage-backed Securities		988,292		14,561		-		-
Total available for sale	$	5,943,602	$	52,214	$	276	$	2,612

	September 30, 2012
	Under One Year				One Year or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss
Marketable Equity Securities	$	-	$	-	$	112	$	2,776
Total available for sale	$	-	$	-	$	112	$	2,776

NOTE 4 – SECURITIES HELD TO MATURITY

	March 31,		September 30,
	2013		2012
Residential Mortgage-backed Securities:
Amortized cost	$	81,395	$	88,653
Gross unrealized gains		2,659		2,910
Gross unrealized losses		-		-
Estimated fair value	$	84,054	$	91,563

NOTE 5 – LOANS RECEIVABLE, NET

The Company has segmented its loans into three portfolio segments of residential, commercial purpose and consumer.  It has further disaggregated these segments into additional classes of loans.  The residential portfolio segment includes loans to consumers, secured by one-to-four family residential properties that are generally owner-occupied.  This portfolio segment includes two classes, mortgage loans and home equity loans.  Commercial purpose loans are one segment and one class of receivable.  These are loans made to individuals and businesses for business purposes.  They are generally collateralized by commercial real estate, residential properties (one-to-four or multifamily), land or business assets, and may be provided for permanent or construction financing.  The consumer portfolio segment includes non-mortgage loans to individuals for consumer purposes.  They are further categorized into three classes, including account loans, unsecured loans and other loans.

The following tables reflect the aging and accrual status of our loan portfolio by portfolio segment and class as of March 31, 2013 and September 30, 2012.

8

	Past Due										Total
	30-59		60-89		90+						Loans				90+ and
March 31, 2013	Days		Days		Days		Total		Current		Receivable		Non-accrual		Accruing
							(In thousands)
Residential:
Mortgage	$	-	$	488	$	939	$	1,427	$	54,205	$	55,632	$	522	$	939
Home equity		71		-		183		254		26,029		26,283		183		-
Commercial purpose		-		267		481		748		22,812		23,560		719		191
Consumer:
Account loans		-		-		-		-		34		34		-		-
Unsecured		-		-		-		-		90		90		-		-
Other		-		-		-		-		36		36		-		-
	$	71	$	755	$	1,603	$	2,429	$	103,206	$	105,635	$	1,424	$	1,130

	Past Due										Total
	30-59		60-89		90+						Loans				90+ and
September 30, 2012	Days		Days		Days		Total		Current		Receivable		Non-accrual		Accruing
							(In thousands)
Residential:
Mortgage	$	-	$	-	$	528	$	528	$	56,084	$	56,612	$	528	$	-
Home equity		-		22		165		187		26,368		26,555		165		-
Commercial purpose		-		-		1,037		1,037		22,938		23,975		846		191
Consumer:
Account loans		-		-		-		-		40		40		-		-
Unsecured		-		-		-		-		79		79		-		-
Other		-		-		-		-		42		42		-		-
	$	-	$	22	$	1,730	$	1,752	$	105,551	$	107,303	$	1,539	$	191

One of the primary methods used by the Company as an indicator of the credit quality of its residential and commercial purpose portfolios is the regulatory classification system. For the consumer portfolio segment, payment performance is the Company’s primary indicator of credit quality. Under the regulatory classification system, assets are classified as “pass,” “special mention,” “substandard,” “doubtful,” or “loss.”  A pass asset is considered of sufficient quality to preclude a special mention or adverse rating.  Pass assets generally are well protected by the current net worth and paying capacity of the obligor or by the value of the underlyng asset.  “Special mention” assets do not expose an institution to sufficient risk to warrant adverse classification, but have potential weaknesses that deserve management’s close attention.  An asset is considered substandard if it is inadequately protected by the current equity and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. 

9

The following tables reflect the credit quality indicators by portfolio segment and class, as of March 31, 2013 and September 30, 2012:

Credit Risk Profile by Classification:
	Residential Mortgage				Home Equity				Commercial Purpose
	March 31,		September 30,		March 31,		September 30,		March 31,		September 30,
(In thousands)	2013		2012		2013		2012		2013		2012
Pass	$	53,834	$	54,636	$	25,992	$	26,247	$	16,629	$	15,664
Special mention		1,276		1,448		126		143		3,807		4,790
Substandard		522		528		125		145		2,867		3,280
Doubtful		-		-		-		-		-		-
Loss		-		-		40		20		257		241
Total	$	55,632	$	56,612	$	26,283	$	26,555	$	23,560	$	23,975
Credit Risk Profile by Performance:
	Consumer
	Account Loans				Consumer Unsecured				Other Consumer
	March 31,		September 30,		March 31,		September 30,		March 31,		September 30,
(In thousands)		2013		2012		2013		2012		2013		2012
Performing	$	34	$	40	$	90	$	79	$	36	$	42
Non-performing		-		-		-		-		-		-
Total	$	34	$	40	$	90	$	79	$	36	$	42

Additional information about impaired loans, by portfolio segment and class, is as follows:

	As of March 31, 2013						As of September 30, 2012
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
(In thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance:
Residential:
Mortgage	$	-	$	-			$	-	$	-
Home equity		29		29				93		93
Commercial purpose		1,104		1,104				1,119		1,119
		1,133		1,133				1,212		1,212
With a related allowance:
Residential:
Mortgage		-		-	$	-		-		-	$	-
Home equity		136		136		40		72		72		20
Commercial purpose		1,014		1,014		346		1,004		1,004		331
		1,150		1,150		386		1,076		1,076		351
Total:
Residential:
Mortgage		-		-		-		-		-		-
Home equity		165		165		40		165		165		20
Commercial purpose		2,118		2,118		346		2,123		2,123		331
Total impaired	$	2,283	$	2,283	$	386	$	2,288	$	2,288	$	351

10

	For the Three Months Ended								For the Six Months Ended
	March 31, 2013				March 31, 2012				March 31, 2013				March 31, 2012
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
(In thousands)	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
With no related allowance:
Residential:
Mortgage	$	-	$	-	$	105	$	-	$	-	$	-	$	60	$	-
Home equity		29		-		160		-		29		-		151		-
Commercial purpose		1,110		14		1,272		16		1,112		30		1,321		36
		1,139		14		1,537		16		1,141		30		1,532		36
With a related allowance:
Residential:
Mortgage		-		-		-		-		-		-		-		-
Home equity		136		-		54		-		136		-		31		-
Commercial purpose		1,006		15		506		2		1,005		18		506		4
		1,142		15		560		2		1,141		18		537		4
Total:
Residential:
Mortgage		-		-		105		-		-		-		60		-
Home equity		165		-		214		-		165		-		182		-
Commercial purpose		2,116		29		1,778		18		2,117		48		1,827		40
Total impaired	$	2,281	$	29	$	2,097	$	18	$	2,282	$	48	$	2,069	$	40

During the three months ended March 31, 2013, several troubled debt restructurings (“TDR’s”) occurred on loans in the commercial purpose segment.  Two loans, with pre-TDR and post TDR-recorded investments of $419,000 and $430,000,  respectively, were modified with interest rate reductions, maturity extensions and capitalization of some prior past dues.  On one loan, with a pre-TDR and post TDR-recorded investment of $290,000, an agreement was reached with the borrower to proceed with an uncontested foreclosure.  These loans are impaired, with the allowance for loan losses determined in accordance with impaired loan accounting.  No TDR’s occurred in the three months ended December 31, 2012 or in the three or six months ended March 31, 2012.

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An analysis of the allowance for loan losses and the related loans receivable balances at or for the six months ended March 31, 2013 and 2012 is as follows:

				Commercial
	Residential			Purpose			Consumer			Unallocated			Total
March 31, 2013	(In thousands)
Allowance for loan losses:
Beginning balance	$	250		$	986		$	2		$	92		$	1,330
Provision for loan losses		16			(49	)		-			33			-
Charge-offs		-			-			-			-			-
Recoveries		-			5			-			-			5
Ending Balance	$	266		$	942		$	2		$	125		$	1,335
Ending balance, allowance for loan losses:
Loans individually evaluated for impairment	$	40		$	346		$	-		$	-		$	386
Loans collectively evaluated for impairment		226			596			2			125			949
Total	$	266		$	942		$	2		$	125		$	1,335
Related loan receivable balance:
Loans individually evaluated for impairment	$	165		$	2,118		$	-					$	2,283
Loans collectively evaluated for impairment		81,750			21,442			160						103,352
Total	$	81,915		$	23,560		$	160					$	105,635
				Commercial
	Residential			Purpose			Consumer			Unallocated			Total
March 31, 2012	(In thousands)
Allowance for loan losses:
Beginning balance	$	216		$	982		$	3		$	103		$	1,304
Provision for loan losses		132			(94	)		(1	)		(37	)		-
Charge-offs		(94	)		-			-			-			(94	)
Recoveries		-			7			-			-			7
Ending Balance	$	254		$	895		$	2		$	66		$	1,217
Ending balance, allowance for loan losses:
Loans individually evaluated for impairment	$	20		$	242		$	-		$	-		$	262
Loans collectively evaluated for impairment		234			653			2			66			955
Total	$	254		$	895		$	2		$	66		$	1,217
Related loan receivable balance:
Loans individually evaluated for impairment	$	449		$	1,772		$	-					$	2,221
Loans collectively evaluated for impairment		84,282			23,884			169						108,335
Total	$	84,731		$	25,656		$	169					$	110,556

NOTE 6 – BENEFIT PLANS

Stock Option Plan

The Company has stock option plans (“Plans”) which authorize the issuance of up to 168,746 shares upon the exercise of stock options that may be awarded to officers, directors, key employees, and other persons providing

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services to the Company.  Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market.  The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options.  The options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant and expire not more than 10 years after the date of grant.  At March 31, 2013, there were 26,434 shares remaining for future option awards.  There was no activity under the Plans for the six months ended March 31, 2013.

The following table summarizes all options outstanding as of March 31, 2013, all of which are exercisable:

Number		Exercise		Remaining
of Shares		Price		Contractual Life
	54,642	$	10.000	2.8 years
	38,400		12.725	3.4 years
	93,042	$	11.125	3.1 years

No stock option expense was recorded in the six months ended March 31, 2013 or 2012 because all options were previously fully vested.

Restricted Stock Plan

The Company has restricted stock plans (“Plans”) which provide for the award of shares of restricted stock to directors, officers and employees.  The Plans provide for the purchase of 67,496 shares of common stock in the open market to fund such awards.  All of the Common Stock to be purchased by the Plans is purchased at the fair market value on the date of purchase.  Awards under the Plans are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Company’s Board of Directors and as a means of providing a further retention incentive.  Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant.  Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date.  As of March 31, 2013, there were 22,448 shares remaining for future awards.  Compensation expense for the Plans was approximately $0 and $800, respectively, for the three and six months ended March 31, 2013, compared to $800 and $1,100 for the same 2012 periods.

The following table summarizes changes in unvested shares for the six months ended March 31, 2013:

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value
Outstanding September 30, 2012		557		$	5.750
Granted		-			-
Vested		(557	)		5.750
Forfeited		-			-
Outstanding March 31, 2013		-		$	-

Employee Stock Ownership Plan

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

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the Company, which has a 10-year term and an interest rate of 4.75%.  $47,000 of the proceeds was used to payoff the prior outstanding debt.

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

The ESOP is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 718.  The ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition.  As shares are committed to be released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $19,300 and $30,400, respectively, for the three and six-month periods ended March 31, 2013, compared to $8,100 and $15,400 for the same 2012 periods.

NOTE 7 – FAIR VALUE MEASUREMENTS

On October 1, 2008, the Company adopted the FASB guidance on fair value measurements, codified into ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to other accounting pronouncements that require or permit fair value measurements.  ASC Topic 820 clarifies that fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, rather than an entry price that would be paid to acquire an asset or liability. It also establishes a fair value hierarchy that distinguishes between  assumptions developed based on market data obtained from independent sources (observable inputs), and assumptions developed based on the best information available in the circumstances (unobservable inputs).  The fair value hierarchy levels are summarized as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or observable market data.

Level 3: Unobservable inputs where there is little, if any, market activity and that are developed based on the best information available under the circumstances.

Determination of the appropriate level within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement.

Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
March 31, 2013
Securities available for sale:
U.S. government and agency securities	$	-	$	22,194	$	-	$	22,194
Mortgage-backed securities		-		20,445		-		20,445
September 30, 2012
Securities available for sale:
U.S. government and agency securities	$	-	$	20,171	$	-	$	20,171
Mortgage-backed securities		-		23,830		-		23,830

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Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy level, are summarized below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
March 31, 2013
Impaired loans	$	-	$	-	$	764	$	764
Real estate owned		-		-		-		-
September 30, 2012
Impaired loans	$	-	$	-	$	724	$	724
Real estate owned		-		-		444		444

A loan is deemed to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Loan impairment is measured based on discounted cash flows or collateral value.  If a valuation adjustment is required, a portion of the general valuation allowance is allocated equal to the impairment amount.  Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.

Real estate owned represents properties that have been acquired in foreclosure or by deed-in-lieu of foreclosure.   The assets are written down to fair value less estimated costs to sell at the time of foreclosure.  Fair value is based on the appraised value, which may be adjusted based on management’s review and market conditions.  Subsequent valuations are periodically performed and if the value has declined, an allowance would be established with a charge to operations.  No additional impairments were recorded in the six months ended March 31, 2013.  Additional impairments of $202,100 and $297,200, respectively, were recorded during the three and six months ended March 31, 2012 as a provision for REO losses.

NOTE 8 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:

Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate their fair value.

Investment and Mortgage-Backed Securities

Fair values for securities, excluding restricted equity securities, are based on quoted market prices.  The carrying values of restricted equity securities approximate fair values.

Loans Receivable

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values.  Fair values for certain mortgage loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics.  Fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  These are categorized as a level 2 hierarchy.  Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposit Liabilities

The fair value of demand deposits, savings deposits and money market accounts are the amounts payable on demand. The fair values of certificates of deposit are based on the discounted value of contractual cash flows.  The discount

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rate is estimated using the rate currently offered for deposits of similar remaining maturities.  This is categorized as a level 2 hierarchy.

Short-Term Borrowings

The carrying amounts of federal funds purchased and other short-term borrowings maturing within 90 days approximate their fair values.  Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. This is categorized as a level 2 hierarchy.

Long-Term Debt

The fair value of long-term debt is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements.  This is categorized as a level 2 hierarchy.

Accrued Interest Receivable

The carrying amounts of accrued interest approximate their fair values.

Federal Home Loan Bank of New York Stock

Federal Home Loan Bank of New York stock is valued at cost.

Off-Balance-Sheet Instruments

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit.  Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements.

The carrying values and estimated fair values of financial instruments are as follows (in thousands):

	March 31, 2013				September 30, 2012
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Assets
Cash and cash equivalents	$	2,556	$	2,556	$	4,781	$	4,781
Securities available for sale		42,639		42,639		44,001		44,001
Securities held to maturity		81		84		89		92
Loans receivable		104,317		106,602		106,001		109,019
Accrued interest receivable		482		482		470		470
FHLB stock		435		435		879		879
Financial Liabilities
Deposits		132,802		133,488		128,904		129,498
Borrowed funds		3,775		3,845		13,650		13,781

The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments.  Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.  Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.

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In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Other significant assets and liabilities that are not considered financial assets and liabilities include real estate owned, premises and equipment, and advances from borrowers for taxes and insurance.  In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments.  The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

NOTE 9 – SUBSEQUENT EVENTS

The Company has considered whether any events or transactions occurring after March 31, 2013 would require recognition or disclosure in the financial statements as of or for the six-month period ended March 31, 2013.  No such subsequent events were identified.

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ROEBLING FINANCIAL CORP, INC.

ITEM 2. 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, the impact of our new branches, new legislation and regulations, and general economic conditions.  The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

           The Company's business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the "Bank"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise.

Proposed Merger

On December 28, 2012, the Company jointly announced with TF Financial Corporation (“TF”), the parent company of 3rd Fed Bank, the execution of a definitive merger agreement under which TF is to acquire the Company for approximately $14.5 million in TF stock and cash, or approximately $8.60 per share.

The strategic merger will combine the two holding companies and their subsidiary banks with strong histories of supporting their respective communities, expands 3rd Fed Bank’s New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have over $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five county contiguous market area.

Under the terms of the merger agreement, the Company will be merged into TF and Roebling Bank will be merged into 3rd Fed Bank.  Roebling Bank branches will become 3rd Fed Bank branches.  50% of the Company’s shares will be converted into TF common stock and the remaining 50% will be converted into cash.  The Company’s shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Company common share, subject to proration to ensure that in the aggregate 50% of the Company shares will be converted into stock.  The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes.  The merger is expected to close during the second or third quarter of 2013.

The merger agreement is subject to customary closing conditions, including approval by the Company’s shareholders and applicable banking regulatory authorities.

Overview

At March 31, 2013, the Company had total assets, deposits, borrowings and stockholders’ equity of $155.6 million, $132.8 million, $3.8 million and $16.8 million, respectively.  For the three months ended March 31, 2013, the Company reported net income of $77,000, or $.05 per diluted share, compared to net income of $5,000, or $.00 per diluted share, for the same period in 2012.   For the six months ended March 31, 2013, the Company reported net income of $131,000, or $.08 per diluted share, compared to net income of $112,000, or $.07 per diluted share, for the same period in 2012.   The improvement in earnings is primarily attributable to a reduction in real estate owned expenses.

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Changes in Financial Condition

Total assets decreased by $6.2 million or 3.8%, to $155.6 million at March 31, 2013, from $161.8 million at September 30, 2012 due primarily to decreases in cash and cash equivalents, loans receivable, net and securities available for sale.  Cash and cash equivalents decreased by $2.2 million, investment securities decreased by $1.4 million and loans receivable, net, decreased by $1.7 million.  Cash and cash equivalents decreased as excess funds were used to pay down borrowings.  Investment securities decreased as payments from maturities and calls exceeded purchases and loans receivable decreased as loan payments exceeded disbursements for new loans.  Real estate owned (“REO”) decreased by $444,000 to $0, as our remaining REO property was sold in December.  Deposits increased by $3.9 million or 3.0% with an increase in core deposit accounts of $9.2 million, partially offset by a decrease in certificates of deposit of $5.3 million.  The increase in core deposits is primarily due to an increase of $5.4 million in municipal account balances, which fluctuate based on tax payment cycles, and an increase in non-interest bearing deposits of $3.8 million.  The ratio of core deposits (non-certificates) to total deposits continues to improve, increasing to 62.7% at March 31, 2013 from 57.5% at September 30, 2012.  Borrowed funds decreased by $9.9 million, to $3.8 million at March 31, 2013 from $13.7 million at September 30, 2012, as excess cash was utilized to repay borrowings.  Stockholders’ equity decreased by $102,000 for the six months ended March 31, 2013, primarily attributable to an unrealized loss on available for sale securities, net of tax, of $270,000, partially offset by net income of $131,000.

Results of Operations

Net Interest Income.   For the three-months ended March 31, 2013, the Company reported net interest income before provision for loan losses of $1,226,000, compared to $1,247,000 for the same period in 2012.  The decrease in net interest income was the result of a decrease in interest income of $107,000, partially offset by a decrease in interest expense of $86,000.  The interest rate spread was 2.98% for the three months ended March 31, 2013 compared to 2.99% for the three months ended March 31, 2012, while the net interest margin was 3.21% for the 2013 period compared to 3.25% for the 2012 period.  For the six-month period ended March 31, 2013, the Company reported net interest income before provision for loan losses of $2,447,000, compared to $2,498,000 for the six months ended March 31, 2012.  The interest rate spread was 2.92% for the six months ended March 31, 2013 compared to 2.96% for the six months ended March 31, 2012, while the net interest margin was 3.17% for the 2013 period compared to 3.22% for the 2012 period.  The ratio of average interest-earning assets to average interest-bearing liabilities increased to 134.0% and 133.7% for the three and six months ended March 31, 2013, respectively, from 127.9% and 126.8% for the same 2012 periods.  The Company’s spread and margin decreased slightly for the three and six months ended March 31, 2013 compared to the same 2012 periods, as the average yield on total interest-earning assets decreased by more than the average cost of funds.

The average balance of total interest-earning assets for the three months ended March 31, 2013 decreased by $600,000 compared to the three months ended March 31, 2012, while the average yield decreased to 3.92% from 4.16%.  The decrease in total interest income of $107,000 for the three months ended March 31, 2013 is comprised of a decrease in interest income of $91,000 on loans receivable and a decrease of $16,000 in interest income on investment securities and other interest-earning assets.  Average loan receivable balances decreased by $4.6 million for the three months ended March 31, 2013 compared to the same 2012 period, while the average yield decreased to 4.68% from 4.79%.  The average balance of loans decreased as repayment levels on loans exceeded origination volume.  The decrease in loan yields is attributable to both a shift in the portfolio composition as well as residential mortgage and home equity loan refinances to lower rates.  The makeup of the loan portfolio continues to shift, with a greater percentage of loans in residential mortgage and home equity loans and a lesser percentage in commercial purpose loans.  For the three months ended March 31, 2013, compared to the same 2012 period, the average balance of securities and other interest-earning assets increased by $4.1 million, while the average yield decreased to 2.22% from 2.58%.

The average balance of total interest-earning assets for the six months ended March 31, 2013 decreased by $500,000 compared to the six months ended March 31, 2012 while the average yield decreased to 3.89% from 4.17%. The decrease in total interest income of $234,000 for the six months ended March 31, 2013 is comprised of a decrease in interest income of $190,000 on loans receivable and a decrease of $44,000 in interest income from securities and other interest-earning assets.  Average loan receivable balances decreased by $4.1 million for the six months ended March 31, 2013 compared to the same 2012 period, while the average yield decreased to 4.66% from

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4.83%.  For the six months ended March 31, 2013, the average balance of securities and other interest-earning assets increased by $3.5 million compared to the same 2012 period, while the average yield decreased to 2.21% from 2.58%.

The average balance of interest-bearing liabilities decreased by $5.9 million for the three months ended March 31, 2013 compared to same 2012 period, while the average cost decreased to .94% from 1.17%.  The decrease in total interest expense of $86,000 for the three months ended March 31, 2013 is comprised of a $75,000 decrease in interest expense on deposits and an $11,000 decrease in interest expense on borrowings.  Average interest-bearing deposit balances decreased by $3.0 million with a decrease in the average cost to .86% for the three months ended March 31, 2013, compared to 1.10% for the same 2012 period, while average borrowings decreased by $2.9 million, with an increase in the average cost to 2.26% from 2.02%.

The average balance of interest-bearing liabilities decreased by $6.7 million for the six months ended March 31, 2013 compared to same 2012 period, while the average cost decreased to .97% from 1.21%.  The decrease in total interest expense of $183,000 for the six months ended March 31, 2013 is comprised of a $166,000 decrease in interest expense on deposits and a $17,000 decrease in interest expense on borrowings.  Average interest-bearing deposit balances decreased by $5.0 million with a decrease in the average cost to .88% for the six months ended March 31, 2013, compared to 1.13% for the same 2012 period, while average borrowings decreased by $1.7 million, with an increase in the average cost to 2.56% from 2.43%.

Provision for Loan Losses.   There were no provisions for loan losses for the three or six months ended March 31, 2013 or 2012 and there have been no charge-offs in fiscal 2013.  Charge-offs of $94,000 were recorded during the six months ended March 31, 2012.   At March 31, 2013, the allowance for loan losses was $1,335,000 (1.26% of the loan portfolio and 52.3% of non-performing loans) compared to $1,330,000 (1.24% of the loan portfolio and 76.9% of non-performing loans) at September 30, 2012. Non-performing loans, consisting of non-accrual loans and accruing loans more than 90 days delinquent, were $2.6 million and $1.7 million at March 31, 2013 and September 30, 2012, respectively, representing 2.42% and 1.61% of total loans, respectively.  The increase in non-performing loans is primarily due to one loan that has gone over 90 days delinquent at March 31, 2013.  We are working closely with the borrower and believe that the delinquency will be cured.  Management continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio.  This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors.  However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts. See also Note 5 – Loans Receivable, Net.

Activity in the allowance for loan losses is summarized as follows:

	Three Months Ended					Six Months Ended
	March 31,					March 31,
	2013		2012			2013		2012
Balance - beginning	$	1,333,008	$	1,306,910		$	1,330,204	$	1,304,500
Provision for loan losses		-		-			-		-
Charge-offs		-		(94,255	)		-		(94,255	)
Recoveries		2,454		4,886			5,258		7,296
Balance - ending	$	1,335,462	$	1,217,541		$	1,335,462	$	1,217,541

Non-interest Income.Non-interest income increased $3,000, or 2.3%, to $134,000 for the three months ended March 31, 2013 and $23,000, or 9.1%, to $277,000 for the six months ended March 31, 2013, compared to the same 2012 periods.  The majority of the increase in non-interest income for both periods is attributable to an increase in loan fees, which increased by $6,000 and $10,000 for the three and six months ended March 31, 2013 compared to the same 2012 periods.  Late charges increased as we collected more late fees on loans and loan servicing fees increased as we serviced a larger portfolio of loans in the 2013 periods.  Gain on sale of loans increased by $8,000 for the six months ended March 31, 2013 compared to the six months ended March 31, 2012 due to higher premiums on loan sales.

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Non-interest Expense.   Non-interest expense decreased $202,000, or 14.6%, to $1,179,000 for the three months ended March 31, 2013, from $1,381,000 for the same period in 2012, and $208,000, or 8.0%, to $2,381,000 for the six months ended March 31, 2013, from $2,589,000 for the same 2012 period.  Real estate owned expense, net, was $0 and ($143,000) for the three and six months ended March 31, 2013 compared to $220,000 and $329,000 for the same 2012 periods, primarily due to a $149,000 gain on the sale of our last REO property and the absence of provisions for losses on REO in the six months ended March 31, 2013, compared to REO loss provisions of $202,000 and $297,000 for the three and six months ended March 31, 2012.   Other expense increased by $44,000 and $260,000 for the three and six months ended March 31, 2013 compared to the same 2012 periods, primarily due to legal and professional fees for merger-related work in 2013.

Income Taxes.  The Company recorded income tax expense of $104,000 and a tax benefit of $8,000 for the three months ended March 31, 2013 and 2012, respectively.  For the six months ended March 31, 2013 and 2012, the Company recorded tax expense of $212,000 and of $51,000, respectively, reflecting an effective tax rate of 61.8% and 31.2%, respectively.  A significant portion of the merger-related expenses are non-deductible for tax purposes, causing the high effective rate in 2013.

Liquidity and Regulatory Capital Compliance

The Bank’s capital amounts and ratios for regulatory capital adequacy purposes as of March 31, 2013, are presented in the following table:

(Dollars in thousands)	Amount		Ratio
Tangible capital	$	14,045		9.11	%
Tangible capital requirement		2,312		1.50	%
Excess over requirement	$	11,733		7.61	%
Core capital	$	14,045		9.11	%
Core capital requirement		6,165		4.00	%
Excess over requirement	$	7,880		5.11	%
Risk-based capital	$	15,175		16.82	%
Risk-based capital requirement		7,217		8.00	%
Excess over requirement	$	7,958		8.82	%

The Office of the Comptroller of the Currency (“OCC”), the Bank’s primary federal regulator, has also established higher Individual Minimum Capital Ratios (“IMCR’s”) for the Bank than required by regulation.  The IMCR’s are (i) Tier 1 Capital at least equal to 8% of adjusted total assets; (ii) Tier 1 Capital at least equal to 14% of risk-weighted assets; and (iii) Total Capital at least equal to 15% of risk-weighted assets.  As of March 31, 2013, the Bank is in compliance with all of its capital requirements.

The Company anticipates that it will have sufficient funds available to meet its current commitments.  As of March 31, 2013, the Bank had outstanding commitments to fund loans of $2.0 million and commitments on unused lines of credit of $12.9 million.  Certificates of deposit scheduled to mature in one year or less as of March 31, 2013 totaled $31.2 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.

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Additional Key Operating Ratios

	At or for the Three Months
	Ended March 31,
	2013 (1)			2012 (1)
Earnings per common share (2):
Basic	$	0.05		$	-
Diluted	$	0.05		$	-
Return on average assets (1)		0.20	%		0.01	%
Return on average equity (1)		1.85	%		0.11	%
Interest rate spread (1)		2.98	%		2.99	%
Net interest margin (1)		3.21	%		3.25	%
Non-interest expense to average assets (1)		2.96	%		3.40	%
Non-performing assets to total assets		1.64	%		1.19	%
Non-performing loans to total loans		2.42	%		1.36	%
Book value per share (3)	$	9.96		$	9.94

_______________

(1)	The ratios for the three month periods presented are annualized.
(2)	The average number of shares outstanding during the three months ended March 31, 2013 was 1,671,658 basic and diluted.  The average number of shares outstanding during the three months ended March 31, 2012 was 1,662,507 basic and diluted.
(3)	There were 1,686,527 shares outstanding at March 31, 2013 and March 31, 2012.

	For the Six Months
	Ended March 31,
	2013 (1)			2012 (1)
Earnings per common share (2):
Basic	$	0.08		$	0.07
Diluted	$	0.08		$	0.07
Return on average assets (1)		0.16	%		0.14	%
Return on average equity (1)		1.56	%		1.33	%
Interest rate spread (1)		2.92	%		2.96	%
Net interest margin (1)		3.17	%		3.22	%
Non-interest expense to average assets (1)		2.98	%		3.17	%

_______________

(1)	The ratios for the six month periods presented are annualized.
(2)	The average number of shares outstanding during the six months ended March 31, 2013 was 1,670,514 basic and diluted.  The average number of shares outstanding during the six months ended March 31, 2012 was 1,661,364 basic and diluted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Notapplicable as the Company is a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.  The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.  Based on this

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evaluation, the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

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

23

ROEBLING FINANCIAL CORP, INC.

Part II

ITEM 1.	LEGAL PROCEEDINGS
	There are various claims and lawsuits in which the Company or the Bank are periodically involved, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business.  In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.
ITEM 1A.	RISK FACTORS
	Notapplicable as the Company is a smaller reporting company.
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	Not applicable
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	Not applicable
ITEM 4.	MINE SAFETY DISCLOSURES
	Not applicable
ITEM 5.	OTHER INFORMATION
	(a) Not applicable
	(b) Not applicable
ITEM 6.	EXHIBITS
	List of Exhibits:

2.1 Agreement and Plan of Merger, dated December 28, 2012 by and among TF Financial Corporation, Roebling Financial Corp, Inc., 3rd Fed Bank and Roebling Bank (10)

3.1   Certificate of Incorporation (1)

3.2   Bylaws (2)

4.0   Form of Stock Certificate (3)

10.1   Directors Consultation and Retirement Plan (7)

10.2   Stock Option Plan (4)

10.3   Restricted Stock Plan (4)

10.4   Employment Agreement between Janice A. Summers and Roebling Bank (8)

10.5   Roebling Financial Corp, Inc. 2006 Stock Option Plan (5)

10.6   Roebling Bank 2006 Restricted Stock Plan (5)

10.7   Directors Change in Control Severance Plan (6)

10.8   Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank (7)

10.9   Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank (7)

10.10   Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank (8)

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10.11   Formal Agreement, dated July 23, 2012 (9)

31 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32           Section 1350 Certification

101 Interactive Data Files +

___________________

(1) Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.

(2) Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.

(3) Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.

(4) Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.

(5) Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.

(6) Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2008.

(7) Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.

(8) Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

(9) Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2012.

(10) Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2013.

+ Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

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ROEBLING FINANCIAL CORP, INC.

SIGNATURES

Pursuant to the requirements 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.

	ROEBLING FINANCIAL CORP, INC.
Date:  May 14,  2013	By:	/s/ R. Scott Horner
		R. Scott Horner
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:  May 14,  2013	By:	/s/ Janice A. Summers
		Janice A. Summers
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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