- Quarterly Report (10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2010

Commission file number 000-27481

Rome Bancorp, Inc.
(Exact name of registrant as specified in its charter)


Delaware	16-1573070
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

100 West Dominick Street, Rome, NY 13440-5810
(Address of Principal executive offices)
(315) 336-7300
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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). Yes o No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 o No x

Indicate the number of shares outstanding of each class of issuer’s classes of common stock as of the last practicable date:


Class	Outstanding at May 5, 2010

Common Stock, par value $0.01		6,782,619

ROME BANCORP, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2010

TABLE OF CONTENTS


		PAGE

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (unaudited):
	CONDENSED CONSOLIDATED BALANCE SHEET	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
	CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4.	CONTROLS AND PROCEDURES	23

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	24
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	25

	SIGNATURES	26

P ART I FINANCIAL INFORMATION

I tem 1. Financial Statements

R OME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
March 31, 2010 and December 31, 2009
(in thousands, except share data)
(Unaudited)


	March 31, 2010			December 31, 2009

Assets

Cash and due from banks	$	6,616		$	6,547
Federal funds sold and other short-term investments		897			1,027

Total cash and cash equivalents		7,513			7,574
Securities available for sale, at fair value		10,378			10,024
Securities held to maturity (fair value of $1,496 and $1,502 at March 31, 2010 and December 31, 2009, respectively)		1,428			1,431
Federal Home Loan Bank Stock		2,958			3,222
Loans		286,636			287,749
Less: Allowance for loan loss		(2,181	)		(2,132	)

Net loans		284,455			285,617
Premises and equipment, net		6,015			6,041
Accrued interest receivable		1,097			1,117
Bank-owned life insurance		9,515			9,415
Other assets		4,334			5,481

Total assets	$	327,693		$	329,922


Liabilities & Equity

Liabilities
Deposits:
Non-interest bearing	$	31,957		$	31,790
Savings		84,638			82,031
Money market		17,603			15,726
Time		72,055			71,903
Other interest bearing		14,658			15,189

Total deposits		220,911			216,639
Borrowings		40,687			47,869
Other liabilities		5,018			5,049

Total liabilities		266,616			269,557


Shareholders’ equity
Common Stock, $.01 par value; authorized: 30,000,000 shares; issued: 9,895,757; outstanding 6,785,819 and 6,800,119 shares at March 31, 2010 and December 31, 2009, respectively		99			99
Additional paid-in capital		62,894			62,794
Retained earnings		38,147			37,588
Accumulated other comprehensive loss		(1,448	)		(1,574	)
Treasury stock 3,109,938 shares at March 31, 2010 and 3,095,638 shares at December 31, 2009		(36,848	)		(36,720	)
Unallocated shares of employee stock ownership plan (ESOP): 266,784 and 278,275 shares at March 31, 2010 and December 31, 2009		(1,767	)		(1,822	)

Total shareholders’ equity		61,077			60,365

Total liabilities and shareholders’ equity	$	327,693		$	329,922

See accompanying notes to unaudited condensed consolidated financial statements.

ROME BANCORP, INC. AND SUBSIDIARY
C ondensed Consolidated Statements of Income
For the Three Months Ended March 31, 2010 and 2009
(in thousands, except share data)
(unaudited)


	For the three months ended March 31,

	2010		2009


Interest income:
Loans	$	4,092	$	4,282
Securities		169		78
Other short-term investments		—		2

Total interest income		4,261		4,362

Interest expense:
Deposits		480		678
Borrowings		314		434

Total interest expense		794		1,112


Net interest income		3,467		3,250

Provision for loan losses		50		—

Net interest income after provision for loan losses		3,417		3,250


Non-interest income:
Net gain on sale of real estate		418		—
Other		562		532

Total non-interest income		980		532


Non-interest expense:
Salaries and employee benefits		1,510		1,545
Building, occupancy and equipment		506		493
Other		631		705

Total non-interest expense		2,647		2,743


Income before income tax expense		1,750		1,039
Income tax expense		604		332

Net income	$	1,146	$	707


Basic earnings per share	$	0.18	$	0.11

Diluted earnings per share	$	0.18	$	0.11

See accompanying notes to unaudited condensed consolidated financial statements.

R OME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income
For the Three Months Ended March 31, 2010 and 2009
(in thousands, except share and per share data)(unaudited)


	Common stock		Additional Paid-in Capital		Retained earnings			Treasury Stock			Accumulated other comprehensive Income (loss)			Unallocated ESOP shares			Total

Balances at January 1, 2009	$	99	$	62,440	$	36,721		$	(34,662	)	$	(2,212	)	$	(2,042	)	$	60,344
Comprehensive income:
Net Income		—		—		707			—			—			—			707
Other comprehensive income		—		—					—			48			—			48

Total comprehensive income																		755

Purchase of 174,838 treasury shares		—		—		—			(1,349	)		—			—			(1,349	)
Stock-based compensation		—		57		—			—			—			—			57
Dividends paid ($0.085 per share)		—		—		(572	)		—			—			—			(572	)
ESOP shares released for allocation (11,491 shares)		—		36		—			—			—			55			91

Balances at March 31, 2009	$	99	$	62,533	$	36,856		$	(36,011	)	$	(2,164	)	$	(1,987	)	$	59,326


Balances at January 1, 2010	$	99	$	62,794	$	37,588		$	(36,720	)	$	(1,574	)	$	(1,822	)	$	60,365
Comprehensive income:
Net Income		—		—		1,146			—			—			—			1,146
Other comprehensive income		—		—		—			—			126			—			126

Total comprehensive income																		1,272

Purchase of 14,300 treasury shares		—		—		—			(128	)		—			—			(128	)
Amortization and tax effect of Stock-based compensation		—		57		—			—			—			—			57
Dividends paid ($0.09 per share)		—		—		(587	)		—			—			—			(587	)
ESOP shares released for allocation (11,491 shares)		—		43		—			—			—			55			98

Balances at March 31, 2010	$	99	$	62,894	$	38,147		$	(36,848	)	$	(1,448	)	$	(1,767	)	$	61,077

See accompanying notes to unaudited condensed consolidated financial statements.

R OME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2010 and 2009
(unaudited) (in thousands)


	2010			2009

Cash flows from operating activities:
Net income	$	1,146		$	707
Adjustments to reconcile net income to net cash Provided by operating activities:
Depreciation and amortization		124			130
Decrease in accrued interest receivable		20			120
Provision for loan losses		50			—
Net amortization on securities		21			2
Proceeds from sales of loans		2,323			840
Net gain on loans sold		(33	)		(9	)
Originations of loans held for sale		(2,290	)		(831	)
Gain on sale of real estate		(418	)		—
Decrease in other liabilities		(31	)		(34	)
Increase in cash surrender value of life insurance		(100	)		(105	)
Decrease in other assets		882			157
Allocation of ESOP shares		98			91
Amortization of unearned compensation		57			57

Net cash provided by operating activities		1,849			1,125


Cash flows from investing activities:
Net decrease in loans		1,600			6,867
Proceeds from maturities and principal reductions of securities available for sale		1,050			28
Purchases of securities available for sale		(1,292	)		—
Redemption of Federal Home Loan Bank stock		264			516
Proceeds from maturities and principal reductions of securities held to maturity		1			3
Proceeds from sale of real estate owned		190			—
Additions to premises and equipment		(98	)		(41	)

Net cash provided by investing activities		1,715			7,373


Cash flows from financing activities:
Increase in time deposits		152			535
Increase in other deposits		4,120			6,246
Repayments of borrowings		(13,207	)		(23,900	)
Additional borrowings		6,025			11,000
Purchase of treasury stock		(128	)		(1,349	)
Dividends paid		(587	)		(572	)

Net cash used in financing activities		(3,625	)		(8,040	)


Net (decrease) increase in cash and cash equivalents		(61	)		458
Cash and cash equivalents at beginning of period		7,574			9,579

Cash and cash equivalents at end of period	$	7,513		$	10,037

Condensed Consolidated Statements of Cash Flows continued on next page.

ROME BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2010 and 2009
(unaudited) (in thousands)


	2010		2009

Supplemental disclosure of cash flow information:
Non-cash investing activities:
Transfers from loans to other real estate	$	65	$	192
Cash paid during the period for:
Interest		825		1,081
Income taxes		313		7

See accompanying notes to unaudited condensed consolidated financial statements.

ROME BANCORP, INC.
N otes to Unaudited Condensed Consolidated Financial Statements

(1) The accompanying unaudited condensed consolidated financial statements include the accounts of Rome Bancorp, Inc. (“Rome Bancorp” or the “Company”) and The Rome Savings Bank (the “Bank”), a wholly-owned subsidiary of the Company, as of March 31, 2010 and December 31, 2009 and for the three month periods ended March 31, 2010 and 2009. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the unaudited condensed consolidated financial statements include all necessary adjustments, consisting of normal recurring accruals, necessary for a fair presentation for the periods presented.

The Company believes that the disclosures are adequate to make the information presented not misleading; however, the results of operations and other data presented for the periods presented are not necessarily indicative of results to be expected for the entire fiscal year. Management has evaluated all significant events and transactions that occurred through financial statement issuance date for potential recognition or disclosure in these condensed consolidated financial statements.

The data in the condensed consolidated balance sheet as of December 31, 2009 was derived from the Company’s 2009 Annual Report on Form 10-K. That data, along with the interim financial information presented in the condensed consolidated balance sheets, statements of income, statements of shareholders’ equity and comprehensive income and statements of cash flows should be read in conjunction with the 2009 consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K.

Amounts in the prior period’s consolidated financial statements are reclassified when necessary to conform with the current period’s presentation.

(2) Earnings per Common Share

The Company has stock compensation awards with non-forfeitable dividend rights which are considered participating securities. As such, earnings per share is computed using the two-class method as required by FASB Accounting Standards Codification (“ASC”) Topic 260-10, “Earnings per Share.” Basic earnings per common share is computed by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. ESOP shares are considered outstanding for this calculation unless unearned. Diluted earnings per common share includes the dilutive effect of additional potential common shares from stock-based compensation plans, but excludes awards considered participating securities.

The following summarizes the computation of earnings per share for the three month periods ended March 31, 2010 and 2009.


(in thousands, except per share data)

	Three months ended March 31,

	2010			2009

Basic earnings per share:
Net Income	$	1,146		$	707
Weighted average common shares outstanding		6,798			6,990
Less: Average unallocated ESOP shares		(278	)		(324	)

Average basic shares		6,520			6,666

Basic earnings per share	$	0.18		$	0.11


Diluted earnings per share:
Net income	$	1,146		$	707
Weighted average basic shares outstanding		6,520			6,666
Effect of dilutive securities:		—			—

Weighted average diluted shares outstanding		6,520			6,666

Diluted earnings per share	$	0.18		$	0.11


	Stock options for 354,000 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2010 and 2009 because they were antidilutive.

(3) Other Comprehensive Income


	Three months ended March 31, (in thousands)

	2010			2009

Pension and postretirement adjustments	$	77		$	94
Net change in unrealized gain (loss) on available-for-sale securities arising during the period		131			(14	)

Other comprehensive income, before tax		208			80
Deferred tax effect		(82	)		(32	)


Other comprehensive income		126			48
Net income		1,146			707

Total comprehensive income	$	1,272		$	755

(4) Securities

Securities are summarized as follows (In thousands):



	March 31, 2010

	Amortized Cost		Gross unrealized gains		Gross unrealized losses		Fair value

Available-for-sale:
State and municipal obligations	$	2,294	$	137	$	—	$	2,431
Corporate obligations		6,820		158		27		6,951


Total debt securities		9,114		295		27		9,382

Equity and other securities		872		124		—		996

	$	9,986	$	419	$	27	$	10,378


Held-to-maturity:
U.S. Government securities	$	1,314	$	68	$	—	$	1,382
Mortgage-backed securities:
GNMA		1		—		—		1
Other bonds		113		—		—		113

	$	1,428	$	68	$	—	$	1,496



	December 31, 2009

	Amortized Cost		Gross unrealized gains		Gross Unrealized Losses		Fair value

Available-for-sale:
State and municipal obligations	$	2,294	$	119	$	—	$	2,413
Corporate obligations		6,597		85		39		6,643

Total debt securities		8,891		204		39		9,056

Equity and other securities		872		96		—		968

	$	9,763	$	300	$	39	$	10,024

Held-to-maturity:
U.S. Government securities	$	1,316	$	71	$	—	$	1,387
Mortgage-backed securities
GNMA		1		—		—		1
Other bonds		114		—		—		114

	$	1,431	$	71	$	—	$	1,502

All of the gross unrealized losses on available for sale securities at both March 31, 2010 and December 31, 2009 were less than one year in duration. The detail of these losses and the carrying value (at estimated fair value) of the underlying securities available for sale are summarized below (in thousands):


	March 31, 2010				December 31, 2009

	Unrealized Loss		Carrying Value		Unrealized Loss		Carrying Value

One year or less:
Corporate obligations	$	27	$	1,781	$	39	$	2,891

Total	$	27	$	1,781	$	39	$	2,891

Management evaluates securities for other than temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. There were no investments deemed by management to be other than temporarily impaired at March 31, 2010.

The following table presents the amortized cost and fair value of debt securities based on the contractual maturity date (in thousands). Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.


	March 31, 2010

	Amortized Cost		Fair Value

Available-for-sale:
Due within one year	$	1,167	$	1,176
Due after one year through five years		5,966		6,161
Due after five years through ten years		1,981		2,045
Due after 10 years		—		—

	$	9,114	$	9,382

Held-to-maturity:
Due within one year	$	1		1
Due after one year through five years		1,314		1,382
Due after five years through ten years		—		—
Due after ten years		113		113

	$	1,428	$	1,496

Securities pledged at both March 31, 2010 and December 31, 2009 had a carrying amount of $1.3 million. These securities collateralize state and Treasury department programs. As of these dates, there were no holdings of securities of any one issuer in an amount greater than 10% of shareholders’ equity .

(5) Loans

Loans are summarized as follows:


	March 31, 2010		December 31, 2009

	(in thousands)
Mortgage loans:
Residential (1-4 family)	$	154,480	$	155,547
Commercial		52,459		52,557
Construction and land		4,616		4,381


Total Mortgage loans		211,555		212,485

Other loans:
Commercial		30,297		30,429
Automobile loans		8,784		9,377
Property improvement and equipment		20,208		19,251
Other consumer		15,792		16,207


Total Other loans		75,081		75,264


Total Loans	$	286,636	$	287,749

Changes in the allowance for loan losses are summarized as follows:


	Three months ended March 31,

	(in thousands)
	2010			2009

Balance at beginning of period	$	2,132		$	1,936
Provision charged to operations		50			—
Loans charged off		(24	)		(37	)
Recoveries		23			19


Balance at end of period	$	2,181		$	1,918

The Company’s recorded investment in loans that are considered impaired totaled $695,000 and $698,000 at March 31, 2010 and December 31, 2009, respectively. These impaired loans carried allowances of $239,000 and $242,000 March 31, 2010 and December 31, 2009, respectively. The average recorded investment in impaired loans was $696,000 and $708,000 in the first three months of 2010 and 2009, respectively. The Company recognized no interest on impaired loans during the three month periods ended March 31, 2010 and 2009.

The principal balances of loans not accruing interest amounted to $1.8 million and $1.9 million at March 31, 2010 and December 31, 2009, respectively. The Company held loans 90 days past due and accruing interest totaling $239,000 and $43,000 at March 31, 2010 and December 31, 2009, respectively. The differences between the amount of interest income that would have been recorded if non-accrual loans

had been paid in accordance with their original terms and the amount of interest income that was recorded during the three month periods ended March 31, 2010 and 2009 was $17,100 and $17,300, respectively. There are no commitments to extend further credit on non-accruing loans.

A substantial portion of the Company’s loans are mortgage and consumer loans in Oneida County. Accordingly, the ultimate collectibility of a substantial portion of the Company’s loan portfolio is susceptible to changes in market conditions in this area. A majority of the Company’s loan portfolio is secured by real estate. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower. The Company does not originate sub-prime mortgage loans and has not purchased investments collateralized by sub-prime loans.

(6) Stock-Based Compensation

On May 24, 2006, the Company’s Board of Directors issued 354,000 stock options to directors and key employees with an exercise price equal to the market price of the Company’s stock on that day. These options have a ten year life and vest ratably over a five year period or in certain cases upon retirement. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense of $350,000 related to their options was expensed immediately. As of March 31, 2010, unrecognized compensation cost related to these options was $58,000. This expense is being amortized on a straight line basis over the remainder of the sixty month vesting period of the options.

Following is a summary of the Company’s 2010 year to date stock option activity:


	Three Months ended March 31, 2010

	Shares		Weighted Average Exercise Price		Weighted Average Fair Value

Options outstanding, beginning of period		354,000	$	12.84	$	1.69
Exercised		—		—		—
Granted		—		—		—

Options outstanding at end of period		354,000	$	12.84	$	1.69

Options exercisable at end of period		212,400	$	12.84	$	1.69

The aggregate intrinsic value of all options outstanding and exercisable at March 31, 2010 was $0. The intrinsic value of options exercised during the quarters ended March 31, 2010 and March 31, 2009 was $0 and $18,000, respectively.

On May 24, 2006, the Company’s Board of Directors awarded 168,300 shares of restricted stock to directors and certain key employees. These shares vest to the recipients ratably over a five year period, or in certain cases upon retirement and the related unrecognized compensation cost related to this grant will be expensed over the same period. At May 24, 2006, certain awardees met the retirement eligibility criteria and accordingly, stock-based compensation expense of $1.1 million related to their 2006 Recognition and Retention Plan (RRP) awards was expensed immediately. At March 31, 2010, the unrecognized compensation cost attributable to restricted stock awards was $208,000. The aggregate intrinsic value of restricted stock that is expected to vest in the future was $608,000 at March 31, 2010.

Compensation cost for the Company’s stock option plans in both the 2010 and 2009 first quarters was $13,000. For both of the three month periods ended March 31, 2010 and 2009 compensation cost related to the restricted stock plan was $44,000.

During the three month periods ended March 31, 2010 and 2009, dividends of $6,000 and $9,000, respectively, were paid on unvested shares with non-forfeitable dividend rights. These dividend amounts

were not included in net income as compensation expense due to the expectation that all of the awards will vest.

(7) Pension and Postretirement Medical Benefit Expenses

The components of net periodic pension and postretirement benefit cost consisted of the following:


	Three months ended March 31, (in thousands)

	Pension benefits						Postretirement benefits

	2010			2009			2010			2009

Components of net periodic pension cost:
Service cost	$	—		$	—		$	4		$	5
Interest cost		88			87			34			37
Expected return on plan assets		(115	)		(108	)		—			—
Amortization		81			96			(4	)		(2	)


Net periodic pension cost	$	54		$	75		$	34		$	40

In December of 2002, the Company’s Board of Directors amended the defined benefit pension plan to cease the accrual of further benefits. For the fiscal year ended December 31, 2010, the Company expects to make no contributions to the defined benefit pension plan.

(8) Fair Value Measurement

The FASB ASC Topic 820, “Financial Instruments,” requires the disclosure of the estimated fair value of certain financial instruments. Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable.

Level 1 - Quoted prices for identical instruments in active markets that the Company has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

Level 3 – Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an instrument.

The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs used or how the data was calculated or derived. The Company corroborates the reasonableness of external inputs in the valuation process.

To estimate the market value of its available for sale security portfolio, the Company obtains current market pricing from quoted market sources or using pricing for similar securities. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Assets measured at fair value on a recurring basis are summarized below (in thousands of dollars).


	Level 1		Level 2		Level 3		Total Assets measured at fair value
March 31, 2010
Available for sale securities:
State and municipal obligations	$	—	$	2,431	$	—	$	2,431
Corporate obligations		—		6,951		—		6,951
Equity and other obligations		596		400		—		996

December 31, 2009
Available for sale securities:
State and municipal obligations	$	—		2,413		—		2,413
Corporate obligations		—		6,643		—		6,643
Equity and other obligations		568		400		—		968

Assets measured at fair value on a non-recurring basis are summarized below (in thousands of dollars).


	Level 1		Level 2		Level 3		Total Assets measured at fair value
March 31, 2010
Impaired loans	$	—	$	—	$	456	$	456

December 31, 2009
Impaired loans	$	—	$	—	$	456	$	456

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a cost basis of $695,000 and $698,000 at March 31, 2010 and December 31, 2009, respectively. These loans carried a valuation allowance of $239,000 and $242,000 at March 31, 2010 and December 31, 2009, respectively, resulting in no additional provision for loan losses for such periods.

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


	Cash and cash equivalents: For these short-term instruments that generally mature in ninety days or less, the carrying value approximates fair value.

	Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used to in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

	Federal Home Loan Bank Stock: It is not practicable to determine the value of FHLB stock due to restrictions placed on its transferability.

	Loans: The fair values for all loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit rating. The Company has not considered market illiquidity in estimating the fair value of loans due to uncertain and inconsistent market pricing being experienced at measurement date.


	Accrued Interest: The fair value of accrued interest receivable and payable approximates carrying value.

	Deposits: The fair values of demand deposits (interest and non-interest checking) savings accounts and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposits, are estimated using a discounted cash flow calculation that applies interest rates currently being offered on these products to a schedule of aggregated expected monthly maturities on time deposits.

	Borrowings: Fair values of long-term borrowings are estimated using a discounted cash flow approach, based on current market rates for similar borrowings.

	Off-balance-sheet instruments: Fair values for the Company’s off-balance-sheet instruments (lines of credit and commitments to fund loans) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of these financial instruments is immaterial and has therefore been excluded from the table below.

The estimated carrying values and fair values of the Company’s financial instruments, not previously presented, for March 31, 2010 and December 31, 2009 are as follows (in thousands):


	March 31, 2010				December 31, 2009

	Carrying amount		Fair value		Carrying amount		Fair value

Financial assets:
Cash and cash equivalents	$	7,513	$	7,513	$	7,574	$	7,574
Securities available for sale		10,378		10,378		10,024		10,024
Securities held to maturity		1,428		1,496		1,431		1,502
Loans, net		284,455		287,625		285,617		288,524
Federal Home Loan Bank Stock		2,958		n/a		3,222		n/a
Accrued interest receivable		1,097		1,097		1,117		1,117
Financial liabilities:
Non-interest bearing deposits		31,957		31,957		31,790		31,790
Interest bearing deposits		188,954		189,336		184,849		185,320
Borrowings		40,687		41,276		47,869		48,342
Accrued interest payable		96		96		127		127

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. 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.

I tem 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements included in this discussion and in future filings by Rome Bancorp, Inc. (“Rome Bancorp” or the “Company”) with the Securities and Exchange Commission, in Rome Bancorp press releases, and in oral statements made with the approval of an authorized executive officer, which are not historical or current facts,

are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Rome Bancorp wishes to caution readers not to place undue reliance on such forward-looking statements, which speak only as of the date made. Rome Bancorp disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

General

The Company is a Delaware corporation regulated by the Office of Thrift Supervision (“OTS”) as a savings and loan holding company, whose sole business is conducted by its wholly-owned subsidiary, The Rome Savings Bank (the “Bank.”) The Bank’s principal business is accepting deposits from the general public and using those deposits to make residential and commercial real estate loans, as well as commercial and consumer loans to individuals and small businesses primarily in Oneida County and also elsewhere in New York State. The Bank also invests in long-and short-term marketable securities and other liquid investments. Since its conversion to a federal charter on April 27, 2004, the Bank has been regulated by the OTS as a federal savings bank.

Overview

The Bank’s results of operations depend primarily on its net interest income, which is the difference between the interest income it earns on its loans and investments and the interest it pays on its deposits and other interest-bearing liabilities. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. The Bank’s operations are also affected by non-interest income, such as service fees and gains and losses on sales of securities, the provision for loan losses and non-interest expense such as salaries and employee benefits, occupancy costs, and other general and administrative expenses. Financial institutions in general, including the Bank, are significantly affected by economic conditions, competition and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions and availability of funds. The Bank’s operations and lending are principally concentrated in the Central New York area, therefore its operations and earnings are influenced by the economics of such area. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences and levels of personal income and savings in the Bank’s primary market area.

Net income for the first quarter of 2010 increased to $1.1 million, from the prior year’s first quarter net income of $707,000. The significant factors and trends impacting the first quarter of 2010, which are discussed in greater depth below, were as follows:


	•	During the first quarter of 2010 the Company sold a parcel of non-operating real estate, recording a gain on that sale of $418,000.

	•	Net interest income before loan loss provision increased by $217,000, or 6.7%, from the same quarter last year principally due to a decrease in interest expense stemming from decreases in the rates paid on deposits and borrowings, as well as a decrease in average outstanding borrowings.

	•	The Company recorded a $50,000 provision for loan losses in the first quarter of 2010 versus no provision for loan losses in the first quarter of 2009.

	•	Other non-interest income increased by $30,000, or 5.6%, from the first quarter 2009 levels primarily due to higher customer fee revenue and an increase in gains on the sales of mortgages.

	•	Non-interest expense decreased by $96,000 to $2.6 million in the quarter ended March 31, 2010 from $2.7 million for the same period of 2009.


	•	Income tax expense for the first quarter of 2010 increased to $604,000 compared to $332,000 in the first quarter of 2009.

Critical Accounting Policies

The preparation of consolidated financial statements requires management to make estimates and assumptions. Changes in these estimates and assumptions affect the reported amounts of certain assets, liabilities, revenue and expenses. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies.

It is management’s opinion that accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity required in making these estimates. Management of the Company considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the uncertainty in evaluating the level of the allowance required for probable credit losses and the material effect that such judgments can have on the results of operations. Management’s quarterly evaluation of the adequacy of the allowance considers the Company’s historical loan loss experience, review of specific loans, current economic conditions and such other factors considered appropriate to estimate losses. Management uses presently available information to estimate probable losses on loans; however, future additions to the allowance may be necessary based on changes in estimates, assumptions or economic conditions. Significant factors that could give rise to changes in these estimates include, but are not limited to, changes in economic conditions in the local area, concentrations of risk and declines of local property values.

The Company’s critical policies and their application are reviewed periodically by the Audit Committee and the Board of Directors. All accounting policies are important, and as such, the Company encourages the reader to review each of the policies included in Note 2 to the consolidated financial statements reported on the Company’s 2009 Annual Report on Form 10-K to obtain a better understanding of how its financial performance is reported.

Analysis of Net Interest Income

Average Balances, Interest and Average Yields - The following table sets forth certain information relating to the Company’s average balance sheets and reflects the average yield on interest-earnings assets and average cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods presented. Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for loan losses, but include non-accrual loans. Interest income on securities includes a tax equivalent adjustment for bank qualified municipals.


	Average Balances, Interest and Average Yields

	For the three months ended March 31, 2010								For the three months ended March 31, 2009

	Average Balance		Interest Income/ Expense			Average Yield/ Cost			Average Balance		Interest Income/ Expense			Average Yield/ Cost

	(Dollars in thousands)

Assets:
Interest-earning assets:
Loans	$	285,381	$	4,092			5.81	%	$	295,544	$	4,282			5.88	%
Securities (1)		14,538		171			4.76			8,251		83			4.07
Federal funds sold & other interest bearing deposits		530		—			0.11			2,424		2			0.32

Total interest-earnings assets		300,449		4,263			5.75			306,219		4,367			5.78
Noninterest-earning assets		27,432								27,361

Total assets	$	327,881							$	333,580

Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Savings accounts	$	83,188	$	82			0.40		$	80,107	$	80			0.40
Time deposits		71,782		342			1.93			72,356		537			3.01
Money market accounts		16,610		42			1.03			13,462		48			1.45
Other interest bearing deposits		14,440		14			0.39			13,377		13			0.40

Total interest-bearing deposits		186,020		480			1.05			179,302		678			1.53
Borrowings		44,726		314			2.84			59,251		434			2.97

Total interest-bearing liabilities		230,746		794			1.39			238,553		1,112			1.89

Noninterest-bearing deposits		30,958								29,403
Other liabilities		5,648								5,800

Total liabilities		267,352								273,756
Shareholders’ equity		60,529								59,824

Total liabilities and shareholders’ equity	$	327,881							$	333,580

Net interest income				3,469								3,255
Tax equivalent adjustment on securities				(2	)							(5	)

Net interest income per consolidated financial statements			$	3,467							$	3,250


Net interest rate spread							4.36	%							3.89	%
Net interest margin							4.68	%							4.31	%
Ratio of interest-earning assets to interest-bearing liabilities							1.30	x							1.28	x


(1)	Includes tax equivalent adjustment for the Company’s tax-exempt municipal securities.

Rate Volume Analysis – The following table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It shows the amount of the change in interest income or expense caused by either changes in outstanding balances (volume) or changes in interest rates. The effect of a change in volume is measured by applying the average rate during the first period to the volume change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period. Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the absolute value of the change due to volume and the change due to rate.

Three months ended March 31, 2010
Compared to Three months ended March 31, 2009


	Increases (decreases) due to
	Rate			Volume			Net

	(in thousands)
Assets:
Interest-earning assets:
Loans	$	(41	)	$	(149	)	$	(190	)
Securities (1)		25			63			88
Federal funds sold & other
Interest bearing deposits		—			(2	)		(2	)

Total interest-earnings assets		(16	)		(88	)		(104	)

Interest-bearing liabilities:
Savings accounts		—			2			2
Time deposits		(191	)		(4	)		(195	)
Money market accounts		(17	)		11			(6	)
Other interest bearing deposits		—			1			1

Total interest-bearing deposits		(208	)		10			(198	)
Borrowings		(14	)		(106	)		(120	)

Total interest-bearing liabilities		(222	)		(96	)		(318	)

Net change (1)	$	206		$	8		$	214


(1)	Includes tax equivalent adjustment for the Company’s tax-exempt municipal securities.

Comparison of Financial Condition at March 31, 2010 and December 31, 2009:

Total assets at March 31, 2010 remained relatively stable at $327.7 million compared to $329.9 million at December 31, 2009. The Company’s net loan portfolio decreased slightly by $1.1 million, or 0.4%, from $285.6 million at December 31, 2009 to $284.5 million at March 31, 2010. Loan sales through three months of 2010 were $2.3 million, compared to $831,000 for the first three months of 2009. During the first three months of 2010, the Company originated approximately $10.9 million of loans, compared to approximately $6.2 million of loans originated in the same period of 2009.

The continued uncertainty in the United States investment markets has encouraged investors to favor the security of insured deposit accounts. Total deposits increased to $220.9 million at March 31, 2010 from $216.6 million at December 31, 2009. During the first quarter of 2010, savings deposits increased by $2.6 million, or 3.2%, and money market balances increased by $1.9 million, or 11.9%. Time deposits increased by $152,000, or 0.2%, to $72.1 million at March 31, 2010 from $71.9 million at year end 2009. Balances of non-interest bearing deposits increased by $167,000, or 0.5%, while other interest bearing deposits decreased by $531,000, or 3.5%, over the first quarter of 2010.

As a result of increased loan sale activity and increases in deposit balances, the Company continued to pay down debt during the first three months of 2010. Borrowings from the Federal Home Loan Bank of New York (“FHLB”) decreased from $47.9 million at December 31, 2009 to $40.7 million at the end of the current quarter.

Comparison of Operating Results for the Three-Month Periods Ended March 31, 2010 and 2009

General

During the three months ended March 31, 2010, the Company recorded net income of $1.1 million, compared to $707,000 for the first quarter of 2009. The increase in net income is comprised of an increase in net interest income before the provision for loan losses of $217,000, an increase in non-interest income of $448,000 and a decrease in non-interest expense of $96,000, partially offset by an increase in the provision for loan losses of $50,000 and an increase in income tax expense of $272,000.

Diluted earnings per share increased to $0.18 per diluted share for the quarter ended March 31, 2010 from $0.11 per diluted share in the quarter ended March 31, 2009. Average diluted shares decreased to 6,519,863 for the first quarter of 2010 from 6,665,848 in the same period of 2009 due to the Company’s stock repurchases over the past year.

Net Interest Income

Net interest income before loan loss provision for the quarter ended March 31, 2010 increased by $217,000, or 6.7%, compared to the same quarter of 2009. This decrease is primarily attributable to decreases in average balances outstanding and rates paid on interest bearing liabilities in the current year.

Interest Income

Interest income decreased to $4.3 million for the quarter ended March 31, 2010 from $4.4 million for the same quarter of 2009. Average loan balances for the first quarter of 2010 were $285.4 million, a decrease of $10.1 million from the average outstanding loans for the first quarter of 2009 as a result of continued sales of residential loan originations into the secondary market. The yield on the Company’s loan portfolio for the quarter ended March 31, 2010 decreased to 5.81% from a yield of 5.88% for the same period last year. Interest income on securities increased by $91,000 from $78,000 for the quarter ended March 31, 2009 to $169,000 for the quarter ended March 31, 2010. The average balance of securities increased by $6.2 million, or 76.2%, from the first quarter of 2009 to $14.5 million for the current quarter and the tax equivalent yield on the Company’s securities increased to 4.76% from 4.07%. During the first quarter of 2010, the average balance of the Company’s federal funds sold and interest bearing deposits was minimal, resulting in a reduction of interest income on these assets of $2,000.

Interest Expense

Interest expense decreased to $794,000 for the quarter ended March 31, 2010 from $1.1 million for the same quarter of 2009. Interest expense on deposits decreased to $480,000 for the quarter ended March 31, 2010 from $678,000 for the quarter ended March 31, 2009, due to lower rates paid on deposits consistent with market trends over the past year. This was partially offset by an increase in the average balance of interest-bearing deposits to $186.0 million for the quarter ended March 31, 2010, from $179.3 million for the same period of 2009. Interest expense on borrowed funds decreased to $314,000 for the quarter ended March 31, 2010 from $434,000 for the comparative quarter of 2009 due to a decrease in both the average balances of borrowings and their interest rates in 2010. The average balance of borrowings decreased to $44.7 million in the current quarter compared to $59.3 million in the first quarter of 2009. Cash received from increased customer deposits and loan sales were utilized to repay borrowings. The rate on the Company’s borrowings decreased to 2.84% during the

first quarter of 2010 from 2.97% in the same quarter of 2009 as the Company repaid some of its longer maturity advances.

Provision for Loan Losses

The Company recorded a $50,000 provision for loan losses in the first quarter of 2010, compared to no loan loss provision in the same period of 2009. Net loan charge-offs decreased to $1,000, compared to net charge-offs of $18,000 in the first quarter of 2009. Asset quality metrics declined slightly at March 31, 2010 with non-performing loans as a percent of loans of 0.70% and the allowance for loan losses as a percent of non-performing loans of 108.7% at March 31, 2010, compared to 0.67% and 111.4%, respectively, at December 31, 2009. While the Company has seen an increase in non-performing loans in 2010, management believes that these loans are adequately collateralized. The allowance for loan losses as a percentage of loans increased to 0.76% at March 31, 2010 compared to 0.74% at December 31, 2009.

In determining the appropriate provision for loan losses, management considers the level of and trend in non-performing loans, the level of and trend in net loan charge-offs, the dollar amount and mix of the loan portfolio, as well as general economic conditions and real estate trends in the Company’s market area, which can impact the inherent risk of loss in the Company’s loan portfolio.

Non-Interest Income and Non-Interest Expense

Non-interest income increased by $448,000 to $980,000 in the first quarter of 2010 from $532,000 in the same period of 2009, largely due to a gain realized on the sale of real estate. In the first quarter of 2010, the Company sold a parcel of non-operating commercial real estate, realizing a gain of $418,000. The remainder of the increase in non-interest income is primarily attributable to an increase in the gains realized on sales of residential mortgages to the secondary market as a greater volume of loans have been sold in 2010.

Non-interest expense slightly decreased by $96,000 to $2.6 million in the first quarter of 2010 from $2.7 million in the same quarter of 2009, primarily due to a decrease in deposit insurance expense. This decrease from the prior year resulted from the 2009 FDIC mandated industry-wide special assessment which was charged to member banks to replenish the insurance fund. Income tax expense for the first quarter of 2010 increased to $604,000 from $332,000 in the same period of 2009, primarily due to the increase in pre-tax income.

Liquidity and Capital Resources

The Company’s primary sources of funds consist of deposits, scheduled amortization and prepayments of loans and mortgage-backed securities, maturities of investments, interest-bearing deposits at other financial institutions and funds provided from operations. The Bank also has a written agreement with the FHLB that allows it to borrow up to $44.1 million. At March 31, 2010, the Bank had $5.9 million of outstanding borrowings against this line of credit, and outstanding advances and amortizing notes totaling $34.8 million. At March 31, 2010, the Company also had approximately $8.5 million in unused short term borrowing capacity at the Federal Reserve Bank of New York, which is collateralized by a portion of the consumer loan portfolio.

Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions, and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

The Company’s primary investing activities include the origination of loans, and to a lesser extent, the purchase of investment securities. For the three months ended March 31, 2010, the Company originated loans of approximately $10.9 million, compared to $6.2 million of loans in the same period of 2009. For the past

several quarters, the Company has been selling a large percentage of its residential loan originations into the secondary market. Loan sales through three months of 2010 were $2.3 million, compared to $831,000 for the first three months of 2009. Year to date 2010 bond purchases were $1.3 million. No investments were purchased in the same period of 2009.

At March 31, 2010, the Company had loan commitments to borrowers of approximately $8.6 million, and available letters and lines of credit of approximately $19.9 million.

Time deposit accounts scheduled to mature within one year were $52.3 million at March 31, 2010. Based on the Company’s deposit retention experience and current pricing strategy, the Company anticipates that a significant portion of these time deposits will remain with the Company. The Company is committed to maintaining a strong liquidity position; therefore, the Company monitors its liquidity position on a daily basis. The Company anticipates that the Company will have sufficient funds to meet the Company’s current funding commitments. The marginal cost of new funding however, whether from deposits or borrowings from the FHLB, will be carefully considered as the Company monitors its liquidity needs. Therefore, in order to minimize its cost of funds, the Company may consider additional borrowings from the FHLB in the future.

At March 31, 2010, the Bank exceeded each of the applicable regulatory capital requirements. The Bank’s leverage (Tier 1) capital at March 31, 2010 was $55.4 million, or 16.78% of adjusted assets. In order to be classified as “well-capitalized” by the OTS, the Bank is required to have leverage (Tier 1) capital of $16.5 million, or 5.0% of adjusted assets. To be classified as a well-capitalized bank by the OTS, the Bank must also have a Tier 1 risk-based capital ratio of 6% and a total risk-based capital ratio of 10.0%. At March 31, 2010, the Bank had a Tier 1 risk-based capital ratio of 22.87% and a total risk-based capital ratio of 23.80%.

The Company paid cash dividends of $0.09 per share during the quarter ended March 31, 2010 totaling $587,000.

During the first quarter of 2010, $128,000 was expended to repurchase 14,300 shares of the Company’s common stock.

The Company does not anticipate any material capital expenditures, nor does it have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than the commitments and unused lines of credit noted above.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


I tem 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in the Company’s interest rate risk profile since December 31, 2009. For a more complete discussion of the Company’s asset and liability management policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2009 Form 10-K.


I tem 4. Controls and Procedures

Management, including the Company’s President and Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the

reports the Company files and submits under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes in the Company’s internal controls over financial reporting identified in connection with the evaluation that occurred during the Company’s last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.

P art II - OTHER INFORMATION


I tem 1.	Legal Proceedings

	None.

I tem 2.	Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases made by or on behalf of the Company or any affiliated purchases (as defined in Rule 106-18 (a)(3) under the Securities Exchange Act of 1934) of the Company’s common stock during the quarter ended March 31, 2010.

COMPANY PURCHASES OF EQUITY SECURITIES


Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased under the Plans or Programs

January 1, 2010 through January 31, 2010	2,300	$	8.05	2,300	210,162
February 1, 2010 through February 28, 2010	—		—	—	210,162
March 1, 2010 through March 31, 2010	12,000	$	9.10	12,000	198,162

Total	14,300	$	8.93	14,300	198,162


I tem 3.	Defaults Upon Senior Securities

	None.

I tem 4.	Submission of Matters to a Vote of Security Holders

	None.


I tem 5.	Other Information

	None.

I tem 6.	Exhibits


2.1	Amended and Restated Plan of Conversion and Agreement and Plan of Reorganization. (1)

3.1	Certificate of Incorporation of New Rome Bancorp, Inc. (1)

3.2	Bylaws of New Rome Bancorp, Inc. (1)

4.1	Form of Stock Certificate of New Rome Bancorp, Inc. (1)

10.1	Form of Employee Stock Ownership Plan of Rome Bancorp, Inc. (2)

10.2	Amendment No. 1 to Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)

10.3	Amendment No. 2 to Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)

10.4	Form of Executive Employment Agreement by and between Charles M. Sprock and Rome Bancorp, Inc. (2)

10.5	Amended and restated form of One Year Change in Control Agreement by and among certain officers and Rome Bancorp, Inc. and The Rome Savings Bank. (8)

10.6	Amended and restated form of Employment Agreement between New Rome Bancorp, Inc. and Charles M. Sprock. (8)

10.7	Amended and restated form of Employment Agreement between The Rome Savings Bank and Charles M. Sprock. (8)

10.8	Rome Bancorp, Inc. 2000 Stock Option Plan. (3)

10.9	Rome Bancorp, Inc. 2000 Recognition and Retention Plan. (3)

10.10	Amended and Restated Benefit Restoration Plan of Rome Bancorp, Inc. (4)

10.11	Amended and Restated Directors’ Deferred Compensation Plan of Rome Bancorp, Inc. (4)

10.12	Loan Agreement by and between the Employee Stock Ownership Plan Trust of Rome Bancorp, Inc. and Rome Bancorp, Inc. (5)

10.13	Amendment No. 3 to the Employee Stock Ownership Plan of Rome Bancorp, Inc. (6)

10.14	Rome Bancorp, Inc. 2006 Stock Option Plan. (7)

10.15	Rome Bancorp, Inc. 2006 Recognition and Retention Plan. (7)

31.1	Rule 13a-14a/15d-14a Certification.

31.2	Rule 13a-14a/15d-14a Certification.

32.1	Section 1350 Certification.

32.2	Section 1350 Certification.



(1)	Incorporated by reference to Rome Bancorp, Inc.’s Form S-1 (Registration No. 333-121245), filed with the Commission on December 14, 2004, as amended.

(2)	Incorporated by reference to Rome Bancorp, Inc.’s Form SB-2 (Registration No. 333-80487), filed with the Commission on June 11, 1999, as amended.

(3)	Incorporated by reference to Rome Bancorp, Inc’s Proxy Statement on Schedule 14A, filed with the Commission on April 5, 2000 and amended on April 2, 2001.

(4)	Incorporated by reference to Rome Bancorp, Inc.’s Form 8-K filed with the Commission on December 27, 2005.

(5)	Incorporated by reference to Rome Bancorp, Inc.’s Form 8-K filed with the Commission on March 29, 2005.

(6)	Incorporated by reference to Rome Bancorp, Inc.’s Form 8-K filed with the Commission on August 29, 2005.

(7)	Incorporated by reference to Rome Bancorp, Inc.’s Form S-8 filed with the Commission on May 19, 2006, as amended.

(8)	Incorporated by reference to Rome Bancorp, Inc.’s Form 8-K filed with the Commission on December 3, 2007.

S IGNATURES

Pursuant to the requirement 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.

R OME B ANCORP , I NC .


Name	Title	Date


/s/Charles M. Sprock	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	May 10, 2010

Charles M. Sprock

/s/David C. Nolan	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 10, 2010

David C. Nolan

/s/Mary Faith Messenger	Vice President and Controller (Principal Accounting Officer)	May 10, 2010

Mary Faith Messenger

Rome Bancorp, Inc. (MM) (NASDAQ:ROME)
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